Common use of Termination Without Cause Clause in Contracts

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer or Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or (ii) mutual consent of the Servicer and the Master Servicer in writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage Loans, without cause, provided that the Seller gives the Servicer 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Date. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer by registered mail to the address set forth in Section 9.03. The Seller and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted by the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicer.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Owner (or advances by the Servicer or Trust Fundfor the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer and the Master Servicer Owner in writing, provided such termination is also acceptable to writing or (iii) at the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent sole option of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage LoansOwner, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Datedays written notice. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.03at the beginning of this Agreement. The Seller Owner and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing FeesSections 10.01 and 10.03 hereof and the procedures set forth below, Servicing Advances and Monthly Advances still owing provided that, in the event the Owner terminates this Agreement without cause in accordance with subclause (iii) above, the Owner shall pay the Servicer shall be deducted by the Servicer from the final remittance a termination fee equal to (A) with respect to fixed rate Mortgage Loans, 2.0% of the funds aggregate unpaid principal balance of the fixed rate Mortgage Loans as of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the successor servicer. Should aggregate unpaid principal balance of the ARM Mortgage Loans as of such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fundtermination date. In connection with any such termination pursuant referred to in clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a)or (iii) above, the Seller or successor servicer Owner will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the time Servicer. In the event of such transfer of servicing ifelection, and only if, funds in the Collection Account are not sufficient to Owner shall reimburse the Servicer for all such unreimbursed fees out-of-pocket Servicing Advances and advances. Any invoices received by Monthly Advances on the Servicer after date of termination will be forwarded and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the ServicerOwner's designee.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer or Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or (ii) mutual consent of the Servicer and the Master Servicer in writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement Insurer or (iii) with respect to some or all (but not less than all) of the Mortgage Loans, at the sole option of the Seller, without cause, provided that the Seller gives the Servicer upon 30 days’ written notice prior to any such termination, but in no event shall such termination occur prior to the Closing DateServicer, subject to payment by the Seller of the Termination Fee as set forth in Exhibit E hereto or other fees as mutually agreed upon by the parties and to the other limitations set forth below. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer by registered mail to the address set forth in Section 9.03. The Seller and In connection with any termination pursuant to clause (i) of the Servicer shall comply with the termination procedures set forth in first sentence of Section 9.01 hereof. All 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted by the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust FundMaster Servicer. In connection with any termination pursuant to clause clauses (ii) or (iii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances, Monthly Advances and Monthly Advances applicable Termination Fees still owing the Servicer shall be paid at the time of such termination by the Trust FundFund by deducting from final remittance of the funds to successor servicer (on first three items) and by the Seller (on Termination Fee). Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination the event that Seller terminates the Servicer without cause pursuant with respect to some or all of the second sentence of this Mortgage Loans in accordance with Section 8.02(a8.02(a)(iii), the Seller or successor servicer will shall be responsible for reimbursing required to pay to the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer a Termination Fee in the amount set forth at Exhibit E hereto as of servicing at the time date of such transfer of servicing iftermination; provided, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will that no Termination Fee shall be forwarded paid or payable with respect to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicerunpaid principal balance of any terminated Distressed Mortgage Loan.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer (or Trust Fundadvances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Master Servicer in writing, writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement Insurer or (iii) with respect to some or all (but not less than all) of the Mortgage Loans, at the sole option of the Seller, without cause, provided that the Seller gives the Servicer 30 days’ notice prior to any such terminationupon sixty (60) days written notice, but in no event shall such termination occur prior subject to the Closing Datelimitations set forth below. Any such notice of termination shall be in writing and delivered to the ServicerTrustee, the Master Servicer, the Trustee NIMS Insurer and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.039.04 of this Agreement. The Seller and the Servicer shall comply with the termination procedures set forth in Section Sections 8.01, 8.02 and 9.01 hereof. In the event the Seller terminates the Servicer without cause with respect to some or all of the Mortgage Loans (other than Distressed Mortgage Loans), the Seller shall be required to pay to the Servicer a Termination Fee in an amount equal to the sum of (i) the product of (x) the Termination Fee Percentage, (y) the applicable Termination Rate and (z) the outstanding principal balance of the terminated Mortgage Loans as of the date of such termination and (ii) $15.00 for each Mortgage Loan so terminated. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing to the Servicer relating to such terminated Mortgage Loans (other than Distressed Mortgage Loans) shall be deducted by reimbursed and paid to the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust FundSeller. Upon a termination of In the event the Seller terminates the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant with respect to the second sentence of this Section 8.02(a)any Distressed Mortgage Loan, the Seller or successor servicer will shall be responsible for reimbursing required to pay to the Servicer a Termination Fee in an amount equal to $15.00 for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicereach Distressed Mortgage Loan so terminated.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer (or Trust Fundadvances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Master Servicer in writing, writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement Insurer or (iii) with respect to some or all (but not less than all) of the Mortgage Loans, at the sole option of the Seller, without cause, provided that the Seller gives the Servicer 30 days’ notice prior to any such terminationupon sixty (60) days written notice, but in no event shall such termination occur prior subject to the Closing Datelimitations set forth below. Any such notice of termination shall be in writing and delivered to the ServicerTrustee, the Master Servicer, the Trustee NIMS Insurer and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.039.04 of this Agreement. The Seller and the Servicer shall comply with the termination procedures set forth in Section Sections 8.01, 8.02 and 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing In the event the Seller terminates the Servicer shall be deducted by the Servicer from the final remittance without cause with respect to some or all of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly AdvancesMortgage Loans (other than Distressed Mortgage Loans), the Seller shall reimburse be required to pay to the Servicer within five a Termination Fee in an amount equal to the sum of (5i) days upon receipt the product of an invoice from (x) the Termination Fee Percentage, (y) the applicable Termination Rate and (z) the outstanding principal balance of the terminated Mortgage Loans as of the date of such termination and (ii) for any termination without cause, the sum of $15.00 for each Mortgage Loan so terminated. In the event the Seller terminates the Servicer without right of reimbursement from the Trust Fund. In connection cause with respect to any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Distressed Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a)Loan, the Seller or successor servicer will shall be responsible for reimbursing required to pay to the Servicer a Termination Fee in an amount equal to $15.00 for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicereach Distressed Mortgage Loan so terminated.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer (or Trust Fundadvances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Master Servicer in writing, writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement Insurer or (iii) with respect to some or all (but not less than all) of the Mortgage Loans, at the sole option of the Seller, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such terminationdays written notice, but in no event shall such termination occur prior subject to the Closing Datelimitations set forth below. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee NIMS Insurer and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.039.04 of this Agreement. The Seller and the Servicer shall comply with the termination procedures set forth in Section Sections 8.01, 8.02 and 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing The Master Servicer or the Trustee shall have no right to terminate the Servicer shall be deducted by pursuant to Section 8.02. In the event the Seller terminates the Servicer from the final remittance without cause with respect to some or all of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing FeesMortgage Loans in accordance with Section 8.02(iii), Servicing Advances or Monthly Advances, (x) the Seller shall reimburse be required to pay to the Servicer within five (5) days upon receipt of a Termination Fee in an invoice from amount equal to the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) product of the first sentence Termination Fee Rate and the outstanding principal balance of this Section 8.02(a)the terminated Mortgage Loans as of the date of such termination; provided, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer that no Termination Fee shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection or payable with any termination without cause pursuant respect to the second sentence unpaid principal balance of this Section 8.02(a), any terminated Distressed Mortgage Loan and (y) the Seller Master Servicer or a successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to shall reimburse the Servicer for all accrued and unpaid Servicing Fees and unreimbursed Servicing Advances upon the transfer of servicing to such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicerservicer.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Securitized Loan to the Master Servicer or Trust Fundthe Trust, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Securitized Loan and the remittance of all funds due hereunder or (ii) mutual consent of the Servicer and the Master Servicer in writing, provided such termination is also acceptable to the applicable Rating Agencies and the NIMS InsurerAgency or Rating Agencies. In addition, with the prior written consent of the Master Servicer and the NIMS InsurerServicer, the Seller or its designee may terminate this Agreement with respect to all (but not less than all) of the Mortgage Securitized Loans, without cause, provided provided, that the Seller or its designee gives the Servicer 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Datenotice. Any such notice of termination shall be in writing and delivered to the Servicer, Servicer and the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.03. The Seller or its designee and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted paid by the Servicer Seller or its designee or the successor servicer from the final remittance its own funds within 5 Business Days of the funds to the successor servicer. Should date of such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer termination without right of reimbursement from the Trust FundTrust. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust FundTrust. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Securitized Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller or its designee or the successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advancesservicing. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or its designee, and the Seller or its designee or the successor servicer shall pay such invoices within five (5) Business Days upon receipt from the Servicer.

Termination Without Cause. (a) This Agreement The Company shall have the right to terminate upon: the Employment Term without Cause at any time. If the termination is effected by the Company other than as described in Section 8, then, under such circumstances and subject to the Associate’s continued compliance with the terms of this Agreement, (i) the later of Associate’s Base Salary then in effect hereunder will continue to be payable in accordance with the Company’s payroll policy through the Employment Term, (aii) the distribution Associate shall be paid within sixty (60) days after termination the pro rata portion of the final payment or liquidation proceeds on Bonus earned, if any, through the last Mortgage Loan date of termination, (iii) all outstanding and unvested stock options previously granted to the Master Servicer Associate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or Trust Fundsuccessor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and (biv) all outstanding and unvested shares of restricted stock (if any) previously granted to the disposition Associate by the Parent Company shall immediately vest in full without regard to the achievement of all REO Property acquired upon foreclosure of any applicable performance conditions, unless otherwise prohibited by the last Mortgage Loan Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the remittance of all funds due hereunder or (ii) mutual consent of the Servicer and the Master Servicer in writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement Associate with respect to all (but not less than allsuch restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(m) of the Mortgage LoansInternal Revenue Code of 1986, without causeas amended (the “Code”), shall become vested only to the extent provided that pursuant to the Seller gives terms of the Servicer 30 days’ notice prior applicable restricted stock agreement and the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. Bonus payments to the Associate in accordance with this Section 9 shall be paid no later than two and one-half (2½) months following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoing, the Associate shall not be entitled to receive any of the payments or benefits described in Section 9 unless, not later than sixty (60) days after the termination date, the Associate has executed a release of claims against the Company and its affiliates (the “Release”), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such termination, but in no event shall such termination occur sixty-day period prior to the Closing Date. Any such notice of termination date the Release becomes effective, shall be in writing accumulated and delivered paid to the ServicerAssociate on the first payroll date following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and ends in a second calendar year, the Master Servicer, the Trustee and the NIMS Insurer by registered mail to the address set forth in Section 9.03. The Seller and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted by the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to payroll date during the second sentence of this Section 8.02(a)calendar year following the date the Release becomes effective, the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Serviceras described above.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Owner (or advances by the Servicer or Trust Fund, for the same) and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Master Servicer in writing, provided such termination is also acceptable to writing or (iii) at the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent sole option of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage LoansSeller, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Datedays written notice. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.03at the beginning of this Agreement. The Seller Master Servicer, the Trustee and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing Feeshereof and the procedures set forth below, Servicing Advances and Monthly Advances still owing provided that, in the Servicer shall be deducted by event the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly AdvancesSeller terminates this Agreement without cause in accordance with subclause (iii) above, the Seller shall reimburse pay the Servicer within five (5) days upon receipt a termination fee equal to 2.0% of an invoice from the Servicer without right aggregate unpaid balance of reimbursement from the Trust FundMortgage Loans as of such termination date. In connection with any such termination pursuant referred to in clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a)or (iii) above, the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Seller may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the time Servicer. In the event of such transfer of servicing ifelection, and only if, funds in the Collection Account are not sufficient to Seller shall reimburse the Servicer for all such unreimbursed fees out-of-pocket Servicing Advances and advances. Any invoices received by Monthly Advances on the Servicer after date of termination will be forwarded and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the ServicerOwner's designee.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Owner (or advances by the Servicer or Trust Fundfor the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, Xxxxxx Capital and the Master Servicer in writing, provided such termination is also acceptable to writing or (iii) at the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent sole option of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage LoansXxxxxx Capital, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Datedays written notice. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.03at the beginning of this Agreement. The Seller Master Servicer, the Trustee and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing FeesSections 10.01 and 10.03 hereof and the procedures set forth below, Servicing Advances and Monthly Advances still owing provided that, in the event Xxxxxx Capital terminates this Agreement without cause in accordance with subclause (iii) above, Xxxxxx Capital shall pay the Servicer shall be deducted by the Servicer from the final remittance a termination fee equal to 2.0% of the funds to aggregate unpaid balance of the successor servicer. Should Mortgage Loans as of such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fundtermination date. In connection with any such termination pursuant referred to in clause (ii) of the first sentence of this Section 8.02(a)or (iii) above, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller or successor servicer Xxxxxx Capital will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, Xxxxxx Capital may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the time Servicer. In the event of such transfer of servicing ifelection, and only if, funds in the Collection Account are not sufficient to Xxxxxx Capital shall reimburse the Servicer for all such unreimbursed fees out-of-pocket Servicing Advances and advances. Any invoices received by Monthly Advances on the Servicer after date of termination will be forwarded and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the ServicerOwner's designee.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Owner (or advances by the Servicer or Trust Fundfor the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer and the Master Servicer Owner in writing, provided such termination is also acceptable to writing or (iii) at the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent sole option of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage LoansOwner, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Datedays written notice. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.03at the beginning of this Agreement. The Seller Owner and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing FeesSections 10.01 and 10.03 hereof and the procedures set forth below, Servicing Advances and Monthly Advances still owing provided that, in the event the Owner terminates this Agreement without cause in accordance with subclause (iii) above, the Owner shall pay the Servicer shall be deducted by the Servicer from the final remittance a termination fee equal to (A) with respect to fixed rate Mortgage Loans, 2.0% of the funds aggregate unpaid principal balance of the fixed rate Mortgage Loans as of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the successor servicer. Should aggregate unpaid principal balance of the ARM Mortgage Loans as of such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fundtermination date. In connection with any such termination pursuant referred to in clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a)or (iii) above, the Seller or successor servicer Owner will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Advances and Monthly Advances and Option One Servicing Fees within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement with respect to such Delinquent Mortgage Loan or REO Property upon 15 days' written notice to the time Servicer. In the event of such transfer of servicing ifelection, and only if, funds in the Collection Account are not sufficient to Owner shall reimburse the Servicer for all such unreimbursed fees out-of-pocket Servicing Advances and advances. Any invoices received by Monthly Advances within 15 Business Days following the Servicer after date of termination will be forwarded and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the ServicerOwner's designee.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Owner (or advances by the Servicer or Trust Fundfor the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer and the Master Servicer Owner in writing, provided such termination is also acceptable to writing or (iii) at the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent sole option of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage LoansOwner, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Datedays written notice. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.03at the beginning of this Agreement. The Seller Owner and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing FeesSections 10.01 and 10.03 hereof and the procedures set forth below, Servicing Advances and Monthly Advances still owing provided that, in the event the Owner terminates this Agreement without cause in accordance with subclause (iii) above, the Owner shall pay the Servicer shall be deducted by the Servicer from the final remittance a termination fee equal to (A) with respect to fixed rate Mortgage Loans, 1.875% of the funds aggregate unpaid principal balance of the fixed rate Mortgage Loans as of such termination date and (B) with respect to ARM Mortgage Loans, 1.50% of the successor servicer. Should aggregate unpaid principal balance of the ARM Mortgage Loans as of such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fundtermination date. In connection with any such termination pursuant referred to in clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a)or (iii) above, the Seller or successor servicer Owner will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the time Servicer. In the event of such transfer of servicing ifelection, and only if, funds in the Collection Account are not sufficient to Owner shall reimburse the Servicer for all such unreimbursed fees out-of-pocket Servicing Advances and advances. Any invoices received by Monthly Advances on the Servicer after date of termination will be forwarded and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the ServicerOwner's designee.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer (or Trust Fundadvances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Master Servicer in writing, writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement Insurer or (iii) with respect to some or all (but not less than all) of the Mortgage Loans, at the sole option of the Seller, without cause, provided that the Seller gives the Servicer 30 upon sixty (60) days’ notice prior to any such terminationwritten notice, but in no event shall such termination occur prior subject to the Closing Datelimitations set forth below. Any such notice of termination shall be in writing and delivered to the ServicerTrustee, the Master Servicer, the Trustee NIMS Insurer and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.039.04 of this Agreement. The Seller and the Servicer shall comply with the termination procedures set forth in Section Sections 8.01, 8.02 and 9.01 hereof. In the event the Seller terminates the Servicer without cause with respect to some or all of the Mortgage Loans (other than Distressed Mortgage Loans), the Seller shall be required to pay to the Servicer a Termination Fee in an amount equal to the sum of (i) the product of (x) the Termination Fee Percentage, (y) the applicable Termination Rate and (z) the outstanding principal balance of the terminated Mortgage Loans as of the date of such termination and (ii) $15.00 for each Mortgage Loan so terminated. All unreimbursed Option One Chase Servicing Fees, Servicing Advances and Monthly Advances still owing to the Servicer relating to such terminated Mortgage Loans (other than Distressed Mortgage Loans) shall be deducted by reimbursed and paid to the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust FundSeller. Upon a termination of In the event the Seller terminates the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant with respect to the second sentence of this Section 8.02(a)any Distressed Mortgage Loan, the Seller or successor servicer will shall be responsible for reimbursing required to pay to the Servicer a Termination Fee in an amount equal to $15.00 for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicereach Distressed Mortgage Loan so terminated.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Owner (or advances by the Servicer or Trust Fundfor the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, the Bank and the Master Servicer in writing, provided such termination is also acceptable to writing or (iii) at the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent sole option of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage LoansBank, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Datedays written notice. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.03at the beginning of this Agreement. The Seller Master Servicer, the Trustee and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing FeesSections 10.01 and 10.03 hereof and the procedures set forth below, Servicing Advances and Monthly Advances still owing provided that, in the event the Bank terminates this Agreement without cause in accordance with subclause (iii) above, the Bank shall pay the Servicer shall be deducted by the Servicer from the final remittance a termination fee equal to 2.0% of the funds to aggregate unpaid balance of the successor servicer. Should Mortgage Loans as of such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fundtermination date. In connection with any such termination pursuant referred to in clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a)or (iii) above, the Seller or successor servicer Bank will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Bank may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the time Servicer. In the event of such transfer of servicing ifelection, and only if, funds in the Collection Account are not sufficient to Bank shall reimburse the Servicer for all such unreimbursed fees out-of-pocket Servicing Advances and advances. Any invoices received by Monthly Advances on the Servicer after date of termination will be forwarded and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the ServicerOwner's designee.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer (or Trust Fundadvances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, each Seller (with respect to its related Mortgage Loans) and the Master Servicer in writing, writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement Insurer or (iii) with respect to some or all (but not less than all) of the Mortgage Loans, at the sole option of each Seller (with respect to its related Mortgage Loans), without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such terminationdays written notice, but in no event shall such termination occur prior subject to the Closing Datelimitations set forth below. Any such notice of termination shall be in writing and delivered to the ServicerTrustee, the Master Servicer, the Trustee NIMS Insurer and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.039.04 of this Agreement. The Seller and the Servicer shall comply with the termination procedures set forth in Section Sections 8.01, 8.02 and 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing The Master Servicer or the Trustee shall have no right to terminate the Servicer shall be deducted by pursuant to Section 8.02. In the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the event either Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from terminates the Servicer without right of reimbursement from the Trust Fund. In connection cause with any termination pursuant respect to clause (ii) some or all of the first sentence of this Mortgage Loans in accordance with Section 8.02(a8.02(iii), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing (x) such Seller shall be required to pay to the Servicer a Termination Fee in an amount equal to the product of the Termination Fee Rate and the outstanding principal balance of the terminated Mortgage Loans as of the date of such termination; provided, that no Termination Fee shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection or payable with any termination without cause pursuant respect to the second sentence unpaid principal balance of this Section 8.02(a), any terminated Distressed Mortgage Loan and (y) the Seller Master Servicer or a successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to shall reimburse the Servicer for all accrued and unpaid Servicing Fees and unreimbursed Servicing Advances upon the transfer of servicing to such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicerservicer.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Securitized Loan to the Master Servicer or Trust Fundthe Trust, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Securitized Loan and the remittance of all funds due hereunder or (ii) mutual consent of the Servicer and the Master Servicer in writing, provided such termination is also acceptable to the applicable Rating Agency or Rating Agencies and the NIMS NIMs Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS NIMs Insurer, the Seller or its designee may terminate this Agreement with respect to all (but not less than all) of the Mortgage Securitized Loans, without cause, provided provided, that the Seller or its designee gives the Servicer 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Date' notice. Any such notice of termination shall be in writing and delivered to the Servicer, NIMs Insurer and the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.03. The Seller or its designee and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted paid by the Servicer Seller or its designee or the successor servicer from the final remittance its own funds within 5 Business Days of the funds to the successor servicer. Should date of such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer termination without right of reimbursement from the Trust FundTrust. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust FundTrust. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Securitized Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller or its designee or the successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advancesservicing. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or its designee, and the Seller or its designee or the successor servicer shall pay such invoices within five (5) Business Days upon receipt from the Servicer.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer or Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or (ii) mutual consent of the Servicer and the Master Servicer in writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage Loans, without cause, provided provided, that the Seller gives the Servicer 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Date. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer by registered mail to the address set forth in Section 9.03. The Seller and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted by the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicer.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Owner (or advances by the Servicer or Trust Fundfor the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, the Bank and the Master Servicer in writing, provided such termination is also acceptable to writing or (iii) at the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent sole option of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage LoansBank, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Datedays written notice. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.03at the beginning of this Agreement. The Seller Master Servicer, the Trustee and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing FeesSections 10.01 and 10.03 hereof and the procedures set forth below, Servicing Advances and Monthly Advances still owing provided that, in the event the Bank terminates this Agreement without cause in accordance with subclause (iii) above, the Bank shall pay the Servicer shall be deducted by the Servicer from the final remittance a termination fee equal to 2.0% of the funds to aggregate unpaid balance of the successor servicer. Should Mortgage Loans as of such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fundtermination date. In connection with any such termination pursuant referred to in clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a)or (iii) above, the Seller or successor servicer Bank will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Bank may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the time Servicer. In the event of such transfer of servicing ifelection, and only if, funds in the Collection Account are not sufficient to Bank shall reimburse the Servicer for all such unreimbursed fees out-of-pocket Servicing Advances and advances. Any invoices received by Monthly Advances on the Servicer after date of termination will be forwarded and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the ServicerOwner's designee.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer (or Trust Fundadvances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Master Servicer in writing, writing provided such termination is also acceptable to the Rating Agencies and and, at its request, the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement Insurer or (iii) with respect to some or all (but not less than all) of the Mortgage Loans, at the sole option of the Seller, without cause, provided that the Seller gives the Servicer 30 days’ notice prior to any such terminationupon sixty (60) days written notice, but in no event shall such termination occur prior subject to the Closing Datelimitations set forth below. Any such notice of termination shall be in writing and delivered to the ServicerTrustee, the Master Servicer, the Trustee NIMS Insurer and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.039.04 of this Agreement. The Seller and the Servicer shall comply with the termination procedures set forth in Section Sections 8.01, 8.02 and 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing In the event the Seller terminates the Servicer shall be deducted by the Servicer from the final remittance without cause with respect to some or all of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly AdvancesMortgage Loans in accordance with Section 8.02(iii) above, the Seller shall reimburse be required to pay to the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust FundTermination Fee. Upon a termination of the Servicer for cause pursuant to this Section 8.018.02, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing at the time of the transfer of servicing hereunder the Servicer shall be paid by the Trust Fund as such amounts are received from Termination Fee and be reimbursed in full for all previously unreimbursed Monthly Advances, Servicing Advances and unpaid Servicing Fees; provided that the related Mortgage Loans. In connection with any termination without cause pursuant Servicer shall deliver to the second sentence of this Section 8.02(a), Master Servicer and the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, reasonably acceptable documentation documenting such Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the ServicerAdvances.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer or Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or (ii) mutual consent of the Servicer and the Master Servicer in writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage Loans, without cause, provided provided, that the Seller gives the Servicer 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Date. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer by registered mail to the address set forth in Section 9.03. The Seller and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. In the case of Mortgage Loans which have been serviced by the Servicer under the Bank Servicing Agreement less than six months prior to the date of termination without cause under this Section 8.02, the termination fee to be paid by the Seller from its own funds without reimbursement for a termination of servicing without cause pursuant to this Section 8.02 shall be equal to $15.00 per Mortgage Loan, payable no later than five Business Days following the date of such termination. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted by the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicer.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (aof(a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Owner (or advances by the Servicer or Trust Fund, for the same) and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Master Servicer in writing, provided such termination is also acceptable to writing or (iii) at the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent sole option of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage LoansSeller, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Datedays written notice. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.03at the beginning of this Agreement. The Seller Master Servicer, the Trustee and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing Feeshereof and the procedures set forth below, Servicing Advances and Monthly Advances still owing provided that, in the Servicer shall be deducted by event the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly AdvancesSeller terminates this Agreement without cause in accordance with subclause (iii) above, the Seller shall reimburse pay the Servicer within five (5) days upon receipt a termination fee equal to 2.0% of an invoice from the Servicer without right aggregate unpaid balance of reimbursement from the Trust FundMortgage Loans as of such termination date. In connection with any such termination pursuant referred to in clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a)or (iii) above, the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Seller may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the time Servicer. In the event of such transfer of servicing ifelection, and only if, funds in the Collection Account are not sufficient to Seller shall reimburse the Servicer for all such unreimbursed fees out-of-pocket Servicing Advances and advances. Any invoices received by Monthly Advances on the Servicer after date of termination will be forwarded and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the ServicerOwner's designee.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) The Purchaser may terminate, at its sole option, any rights the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer or Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or (ii) mutual consent of the Servicer and the Master Servicer in writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller Company may terminate this Agreement with respect to all (but not less than all) of the Mortgage Loanshave hereunder, without cause, upon sixty (60) days notice or as provided that the Seller gives the Servicer 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Datethis Section 11.02. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Company by registered mail to the address set forth as provided in Section 9.0312.05. The Seller Purchaser and the Servicer shall comply with the termination procedures set forth in Section 9.01 12.01 hereof. All unreimbursed Option One Servicing FeesIn the event the Purchaser terminates the Company without cause with respect to some or all of the Mortgage Loans, Servicing Advances and Monthly Advances still owing the Servicer Company shall be deducted entitled to receive, as liquidated damages, upon the transfer of the servicing rights, an amount equal to the fair market value of such servicing rights based on the aggregate outstanding principal amount of the Mortgage Loans as of the termination date, plus all reasonable costs and expenses incurred by the Servicer from Company in managing the final remittance transfer of the funds servicing. The fair market value of the servicing rights shall be determined 66 based on the average of three bids made by experienced evaluators unaffiliated to the successor servicerPurchaser and the Company and chosen as follows: one by the Purchaser, one by the Company and one by mutual agreement. Should Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of ninety-one (91) days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Purchaser may at its election terminate this Agreement with respect to such funds be insufficient Delinquent Mortgage Loan or REO Property without payment of a termination fee therefor, upon fifteen (15) days' written notice to pay the Company, provided, that upon termination of the Agreement with respect to such Delinquent Mortgage Loan or REO Property, the Purchaser shall reimburse the Company for all unreimbursed Option One Servicing Fees, outstanding Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicer.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer (or Trust Fundadvances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Master Servicer in writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement Insurer or (iii) with respect to some or all (but not less than all) of the Mortgage Loans, at the sole option of the Seller, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such terminationdays written notice, but in no event shall such termination occur prior subject to the Closing Datelimitations set forth below. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee NIMS Insurer and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.039.04 of this Agreement. The Seller and the Servicer shall comply with the termination procedures set forth in Section Sections 8.01, 8.02 and 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing The Master Servicer or the Trustee shall have no right to terminate the Servicer shall be deducted by pursuant to Section 8.02. In the event the Seller terminates the Servicer from the final remittance without cause with respect to some or all of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing FeesMortgage Loans in accordance with Section 8.02(iii), Servicing Advances or Monthly Advances, (x) the Seller shall reimburse be required to pay to the Servicer within five (5) days upon receipt of a Termination Fee in an invoice from amount equal to the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) product of the first sentence Termination Fee Rate and the outstanding principal balance of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer terminated Mortgage Loans as of the date of such termination; provided that no Termination Fee shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection or payable with any termination without cause pursuant respect to the second sentence unpaid principal balance of this Section 8.02(a), any terminated Distressed Mortgage Loan and (y) the Seller Master Servicer or a successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to shall reimburse the Servicer for all accrued and unpaid Servicing Fees and unreimbursed Servicing Advances upon the transfer of servicing to such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicerservicer.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) The Purchaser may terminate, at its sole option, any rights the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer or Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or (ii) mutual consent of the Servicer and the Master Servicer in writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller Company may terminate this Agreement with respect to all (but not less than all) of the Mortgage Loanshave hereunder, without cause, as provided that the Seller gives the Servicer 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Datethis Section 11.02. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Company by registered mail as provided in Section 12.05. In the event the Purchaser terminates the Company without cause with respect to some or all of the Mortgage Loans, the Purchaser shall be required to pay to the address Company a Termination Fee in an amount equal to 2.0% of the outstanding principal balance of the terminated Mortgage Loans as of the date of such termination. MISCELLANEOUS PROVISIONS Successor to Company. Prior to termination of the Company's responsibilities and duties under this Agreement pursuant to Sections 9.04, 10.01, 11.01 (ii) or pursuant to Section 11.02 after the 90 day period has expired, the Purchaser shall, (i) succeed to and assume all of the Company's responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor having the characteristics set forth in clauses (i) through (iii) of Section 9.02 and which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Company under this Agreement prior to the termination of Company's responsibilities, duties and liabilities under this Agreement. In connection with such appointment and assumption, the Purchaser may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree. In the event that the Company's duties, responsibilities and liabilities under this Agreement should be terminated pursuant to the aforementioned sections, the Company shall discharge such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of diligence and prudence which it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of its successor. The resignation or removal of the Company pursuant to the aforementioned sections shall not become effective until a successor shall be appointed pursuant to this Section 12.01 and shall in no event relieve the Company of the representations and warranties made pursuant to Sections 3.01 and 3.02 and the remedies available to the Purchaser under Sections 3.03, 3.04, 3.05 and 3.07, it being understood and agreed that the provisions of such Sections 3.01, 3.02, 3.03, 3.04, 3.05 and 3.07 shall be applicable to the Company notwithstanding any such sale, assignment, resignation or termination of the Company, or the termination of this Agreement. Any successor appointed as provided herein shall execute, acknowledge and deliver to the Company and to the Purchaser an instrument accepting such appointment, wherein the successor shall make the representations and warranties set forth in Section 9.033.01, except for subsections (f), (h), (i) and (k) thereof, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Company, with like effect as if originally named as a party to this Agreement. Any termination or resignation of the Company or termination of this Agreement pursuant to Section 9.04, 10.01, 11.01 or 11.02 shall not affect any claims that any Purchaser may have against the Company arising out of the Company's actions or failure to act prior to any such termination or resignation. The Seller Company shall deliver promptly to the successor servicer the Funds in the Custodial Account and Escrow Account and all Mortgage Files and related documents and statements held by it hereunder and the Servicer Company shall comply account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Company. Upon a successor's acceptance of appointment as such, the Company shall notify by mail the Purchaser of such appointment in accordance with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted by the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicer12.05.

Termination Without Cause. (a) This Agreement and the Seller’s rights hereunder with respect to some or all of the Mortgage Loans shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer Purchaser (or Trust Fundadvances by the Seller for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Seller and the Master Servicer Purchaser in writing, provided such termination is also acceptable to writing or (iii) at the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent sole option of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage LoansPurchaser, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such terminationdays written notice, but in no event shall such termination occur prior subject to the Closing Datelimitations set forth below. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Seller by registered mail to the address set forth in Section 9.03at the beginning of this Agreement. The Seller Purchaser and the Servicer Seller shall comply with the termination procedures set forth in Section 9.01 Sections 10.01 and 12.01 hereof. All unreimbursed Option One Servicing FeesIn the event the Purchaser terminates the Seller without cause with respect to some or all of the Mortgage Loans, Servicing Advances and Monthly Advances still owing the Servicer Purchaser shall be deducted by required to pay to the Servicer from the final remittance Seller a termination fee equal to 1.5% of the funds aggregate unpaid principal balance of such Mortgage Loans as of such termination date; provided, that no termination fee shall be paid or payable with respect to the successor servicerunpaid principal balance of any Distressed Mortgage Loan. Should Subject to the requirements set forth in this paragraph, the Seller may terminate this Agreement with respect to the servicing of those Mortgage Loans that are determined to be Distressed Mortgage Loans as of the Notice Date and servicing of such funds Mortgage Loans shall be insufficient transferred to pay the Special Servicer. The Seller shall be responsible for the delivery of all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advancesrequired transfer notices and will send a copy of the transfer notice to the Master Servicer. Not later than the Business Day immediately following the Transfer Date, the Seller shall reimburse deliver to the Special Servicer, with respect to the Distressed Mortgage Loans that were transferred to the Special Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a)on such Transfer Date, all unreimbursed Option One related Servicing Fees, Servicing Advances Files and Monthly Advances still owing a loan level tape or other electronic media containing loan set-up information in form reasonably acceptable to the Servicer Special Servicer. No termination fee shall be paid at the time of such termination by the Trust Fund. Upon payable to Seller with respect to Mortgage Loans that transfer to a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Special Servicer.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Securitized Loan to the Master Servicer or Trust Fundthe Trust, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Securitized Loan and the remittance of all funds due hereunder or (ii) mutual consent of the Servicer and the Master Servicer in writing, provided such termination is also acceptable to the applicable Rating Agency or Rating Agencies and the NIMS NIMs Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS NIMs Insurer, the Seller or its designee may terminate this Agreement with respect to all (but not less than all) of the Mortgage Securitized Loans, without cause, provided provided, that the Seller or its designee gives the Servicer 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Datenotice. Any such notice of termination shall be in writing and delivered to the Servicer, NIMs Insurer and the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.03. The Seller or its designee and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted paid by the Servicer Seller or its designee or the successor servicer from the final remittance its own funds within 5 Business Days of the funds to the successor servicer. Should date of such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer termination without right of reimbursement from the Trust FundTrust. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust FundTrust. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Securitized Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller or its designee or the successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advancesservicing. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or its designee, and the Seller or its designee or the successor servicer shall pay such invoices within five (5) Business Days upon receipt from the Servicer.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer or Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or (ii) mutual consent of the Servicer and the Master Servicer in writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the each Seller (with respect to its related Mortgage Loans) may terminate this Agreement with respect to all (but not less than all) of the Mortgage Loans, without cause, provided provided, that the each Seller (with respect to its related Mortgage Loans) gives the Servicer 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Date. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer by registered mail to the address set forth in Section 9.03. The Each Seller (with respect to its related Mortgage Loans) and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. In the case of Mortgage Loans which have been serviced by the Servicer under the Bank Servicing Agreement less than six months prior to the date of termination without cause under this Section 8.02, the termination fee to be paid by each Seller (with respect to its related Mortgage Loans) from its own funds without reimbursement for a termination of servicing without cause pursuant to this Section 8.02 shall be equal to $15.00 per Mortgage Loan, payable no later than five Business Days following the date of such termination. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted by the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the each Seller (with respect to its related Mortgage Loans) or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Sellereach Seller (with respect to its related Mortgage Loans), which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicer.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Owner (or advances by the Servicer or Trust Fundfor the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Master Servicer in writing, provided such termination is also acceptable to writing or (iii) at the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent sole option of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage LoansSeller, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Datedays written notice. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.03at the beginning of this Agreement. The Seller Master Servicer, the Trustee and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing FeesSections 10.01 and 10.03 hereof and the procedures set forth below, Servicing Advances and Monthly Advances still owing provided that, in the Servicer shall be deducted by event the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly AdvancesSeller terminates this Agreement without cause in accordance with subclause (iii) above, the Seller shall reimburse pay the Servicer within five (5) days upon receipt a termination fee equal to 2.0% of an invoice from the Servicer without right aggregate unpaid balance of reimbursement from the Trust FundMortgage Loans as of such termination date. In connection with any such termination pursuant referred to in clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a)or (iii) above, the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Seller may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the time Servicer. In the event of such transfer of servicing ifelection, and only if, funds in the Collection Account are not sufficient to Seller shall reimburse the Servicer for all such unreimbursed fees out-of-pocket Servicing Advances and advances. Any invoices received by Monthly Advances on the Servicer after date of termination will be forwarded and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the ServicerOwner's designee.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer (or Trust Fundadvances by the Subservicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Subservicer, the Seller, the Servicer and the Master Servicer in writing, writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement Insurer or (iii) with respect to some or all (but not less than all) of the Mortgage Loans, at the sole option of the Seller, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Datedays written notice. Any such notice of termination shall be in writing and delivered to the Trustee, the Servicer, the Master Servicer, the Trustee NIMS Insurer and the NIMS Insurer Subservicer by registered mail to the address set forth in Section 9.039.04 of this Agreement. The Seller and the Servicer Subservicer shall comply with the termination procedures set forth in Section Sections 8.01, 8.02 and 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing In the Servicer shall be deducted by event the Servicer from Seller terminates the final remittance Subservicer without cause pursuant to subsection (iii) above with respect to some or all of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly AdvancesMortgage Loans, the Seller shall reimburse be required to pay to the Servicer within five (5) days upon receipt of an invoice from Subservicer the Servicer without right of reimbursement from applicable Termination Fee and the Trust Fund. In connection applicable Deboarding Fee with any termination pursuant respect to clause (ii) of the first sentence of this Section 8.02(a)affected Mortgage Loans; provided, all unreimbursed Option One Servicing Feesthat, Servicing Advances and Monthly Advances still owing the Servicer shall no Termination Fee may be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant or payable with respect to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund certain Mortgage Loans as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant agreed to the second sentence of this Section 8.02(a), between the Seller or successor servicer will be responsible for reimbursing and the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the Subservicer from time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicertime.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer (or Trust Fundadvances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or hereunder, (ii) mutual consent of the Servicer Servicer, each Seller (with respect to its related Mortgage Loans) and the Master Servicer in writing, writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, Insurer or (iii) with the prior written consent of the Master Servicer and the NIMS Insurer, Insurer at the discretion of each Seller may terminate this Agreement (with respect to all (but not less than all) its related Mortgage Loans and acting in its capacity as owner of the servicing rights relating to such Mortgage Loans, without cause, provided that the Seller gives the Servicer ). Any such termination pursuant to clause (iii) above shall be with 30 days’ notice prior to any such terminationnotice, but in no event shall such termination occur prior to the Closing Date. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee NIMS Insurer and the NIMS Insurer Servicer by registered mail to the address addresses set forth in Section 9.039.03 of this Agreement. The Seller and the Servicer shall comply with the termination procedures set forth in Section Sections 7.03, 8.01 and 9.01 hereof. All unreimbursed Option One Servicing FeesNeither the Master Servicer nor the Trustee shall have no right to terminate the Servicer pursuant to clause (iii) of this Section 8.03. In connection with a termination by either Seller (with respect to its related Mortgage Loans) pursuant to clause (iii) of this Section 8.02, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted reimbursed by the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advancesservicing. Any All invoices received by the Servicer after termination will be forwarded to the Seller, which such applicable Seller or the successor servicer shall pay for payment within five thirty (530) Business Days upon days of receipt from the Servicer.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Securitized Loan to the Master Servicer or Trust Fundthe Trust, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Securitized Loan and the remittance of all funds due hereunder or (ii) mutual consent of the Servicer and the Master Servicer in writing, provided such termination is also acceptable to the applicable Rating Agency or Rating Agencies and the NIMS Certificate Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Certificate Insurer, the Seller or its designee may terminate this Agreement with respect to all (but not less than all) of the Mortgage Securitized Loans, without cause, provided provided, that the Seller or its designee gives the Servicer 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Datenotice. Any such notice of termination shall be in writing and delivered to the Servicer, Certificate Insurer and the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.03. The Seller or its designee and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted paid by the Servicer Seller or its designee or the successor servicer from the final remittance its own funds within 5 Business Days of the funds to the successor servicer. Should date of such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer termination without right of reimbursement from the Trust FundTrust. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust FundTrust. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Securitized Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller or its designee or the successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advancesservicing. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or its designee, and the Seller or its designee or the successor servicer shall pay such invoices within five (5) Business Days upon receipt from the Servicer.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer (or Trust Fundadvances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Master Servicer in writing, writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement Insurer or (iii) with respect to some or all (but not less than all) of the Mortgage Loans, at the sole option of the Seller, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such terminationdays written notice, but in no event shall such termination occur prior subject to the Closing Datelimitations set forth below. Any such notice of termination shall be in writing and delivered to the ServicerTrustee, the Master Servicer, the Trustee NIMS Insurer and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.039.04 of this Agreement. The Seller and the Servicer shall comply with the termination procedures set forth in Section Sections 8.01, 8.02 and 9.01 hereof. In the event the Seller terminates the Servicer without cause with respect to some or all of the Mortgage Loans in accordance with Section 8.02(iii), the Seller shall be required to pay to the Servicer a Termination Fee in an amount equal to the product of the Termination Fee Percentage and the outstanding principal balance of the terminated Mortgage Loans as of the date of such termination; provided, that no Termination Fee shall be paid or payable with respect to the unpaid principal balance of any terminated Distressed Mortgage Loan. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing to the Servicer relating to such Mortgage Loans shall be deducted by reimbursed and paid to the Servicer from the final remittance of the funds to the successor servicer. Should upon such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicertermination.

Termination Without Cause. (a) This Agreement shall The Owner may, at its sole option, terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer or Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or (ii) mutual consent of the Servicer and the Master Servicer in writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to some or all (but not less than all) of the Mortgage Loans, any rights the Servicer may have hereunder, without cause, provided upon sixty (60) days prior written notice and the payment to the Servicer of the purchase price paid by Servicer for the Servicing Rights with respect to each of the affected Mortgage Loans. It is understood and agreed that the Seller gives foregoing termination fee, and the “deboarding fee” included within the definition of Servicing Compensation, are intended to cover all of Servicer’s costs and expenses associated with the transfer of the servicing function upon termination pursuant to this Section 10.02(a) for the transfer responsibilities set forth on Exhibit I hereto, including without limitation, the forwarding by Servicer to any successor servicer, by overnight mail for the thirty (30) day period immediately following the transfer and thereafter by respect to the Mortgage Loan or the Mortgaged Property. The termination fee shall not cover the costs of (1) any MERS transfer fee, necessitated by or payable in connection with the transfer of the servicing function, or (2) retrieval and physical delivery of the Mortgage Loan Servicing Files to the successor servicer by a vendor selected by the Owner. Such costs shall be payable by the Owner. Notwithstanding anything contained herein to the contrary, in the event that there are costs and expenses associated with such transfer of the servicing function in addition to those costs and expenses associated with the Servicer 30 days’ notice prior responsibilities set forth in Exhibit I and with the Owner responsibilities set forth in this Section 10.02, the parties agree to any negotiate in good faith to allocate responsibility for such costs and expenses in a fair and reasonable manner. Upon such termination, but in no event shall such termination occur prior any right of the Servicer to the Closing DateServicing Compensation with respect to the affected Mortgage Loans shall terminate on the Effective Termination Date (as defined below), except as otherwise provided herein. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth Owner as provided in Section 9.0311.07 of this Agreement. The Seller Owner shall not adversely select the Mortgage Loans with respect to which this Agreement is terminated such that the costs and burdens of servicing pursuant to this Agreement are materially increased. Termination pursuant to this Section 10.02(a) shall be effective on the date on which the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing Feestransfers all responsibilities, Servicing Advances rights, duties and Monthly Advances still owing the Servicer shall be deducted by the Servicer from the final remittance of the funds obligations under this Agreement to the successor servicer. Should such funds be insufficient appointed pursuant to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five Section 11.01 and sixty (560) days upon receipt of an invoice from the Servicer without right date of reimbursement from the Trust Fund. In connection with any notice of termination pursuant to clause (ii) of the first sentence for purposes of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a)10.02(a) only, the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicer“Effective Termination Date.”).

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer (or Trust Fundadvances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or hereunder, (ii) mutual consent of the Servicer Servicer, each Seller (with respect to its related Mortgage Loans) and the Master Servicer in writing, writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, Insurer or (iii) with the prior written consent of the Master Servicer and the NIMS Insurer, Insurer at the discretion of each Seller may terminate this Agreement (with respect to all (but not less than all) its related Mortgage Loans and acting in its capacity as owner of the servicing rights relating to such Mortgage Loans, without cause, provided that the Seller gives the Servicer 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Date). Any such notice of termination pursuant to clause (iii) above shall be with 30 days' prior notice, in writing and delivered to the ServicerTrustee, the Master Servicer, the Trustee NIMS Insurer and the NIMS Insurer Servicer by registered mail to the address addresses set forth in Section 9.039.03 of this Agreement. The Seller and the Servicer shall comply with the termination procedures set forth in Section Sections 7.03, 8.01 and 9.01 hereof. All unreimbursed Option One Servicing FeesThe Master Servicer or the Trustee shall have no right to terminate the Servicer pursuant to this Section 8.02. In connection with a termination by either Seller (with respect to its related Mortgage Loans) pursuant to clause (iii) of this Section 8.02, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted reimbursed by the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advancesservicing. Any All invoices received by the Servicer after termination will be forwarded to the Seller, which such applicable Seller or the successor servicer shall pay for payment within five thirty (530) Business Days upon days of receipt from the Servicer.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) The Purchaser may terminate, at its sole option, any rights the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer or Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or (ii) mutual consent of the Servicer and the Master Servicer in writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller Company may terminate this Agreement with respect to all (but not less than all) of the Mortgage Loanshave hereunder, without cause, upon sixty (60) days notice or as provided that the Seller gives the Servicer 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Datethis Section 11.02. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Company by registered mail to the address set forth as provided in Section 9.0312.05. The Seller Purchaser and the Servicer shall comply with the termination procedures set forth in Section 9.01 12.01 hereof. All unreimbursed Option One Servicing FeesIn the event the Purchaser terminates the Company without cause with respect to some or all of the Mortgage Loans, Servicing Advances and Monthly Advances still owing the Servicer Purchaser shall be deducted by the Servicer from the final remittance of the funds required to pay to the successor servicerCompany a termination fee in an amount equal to the product of (a) 2.50% and (b) the outstanding principal balance of each such Mortgage Loan. Should such funds be insufficient Notwithstanding and in addition to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advancesthe foregoing, the Seller Company shall reimburse give the Servicer Purchaser prompt written notice in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a “Delinquent Mortgage Loan”) or (ii) a Mortgage Loan becomes an REO Property. The Purchaser may, at its election, within five (5) days upon of receipt of an invoice from such notice, terminate this Agreement with respect to such Delinquent Mortgage Loan or REO Property without payment of a termination fee therefor. If the Servicer without right of reimbursement from Purchaser elects to terminate this Agreement with respect to such Delinquent Mortgage Loan or REO Property after the Trust Fund. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time end of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a)election period, the Seller or successor servicer will be responsible for reimbursing Purchaser shall pay the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary Company the lesser of (i) the Company’s actual out-of-pocket costs associated and expenses incurred with respect to such Delinquent Mortgage Loan or REO Property and (ii) $1,500. In the event of any transfer termination of servicing at the time of such transfer of servicing ifAgreement pursuant to this paragraph, and only if, funds in the Collection Account are not sufficient to Purchaser shall reimburse the Servicer Company for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller outstanding Servicing Advances or successor servicer shall pay within five (5) Business Days upon receipt from the ServicerServicing Fees.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer (or Trust Fundadvances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Master Servicer in writing, writing provided such termination is also acceptable to the Rating Agencies Agencies, the Trustee and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement Insurer or (iii) with respect to some or all (but not less than all) of the Mortgage Loans, at the sole option of the Seller, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such terminationdays written notice, but in no event shall such termination occur prior subject to the Closing Datelimitations set forth below. Any such notice of termination shall be in writing and delivered to the ServicerTrustee, the Master Servicer, the Trustee NIMS Insurer and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.039.04 of this Agreement. The Seller and the Servicer shall comply with the termination procedures set forth in Section Sections 8.01, 8.02 and 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing In the event the Seller terminates the Servicer shall be deducted by the Servicer from the final remittance without cause with respect to some or all of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing FeesMortgage Loans in accordance with Section 8.02(iii), Servicing Advances or Monthly Advances, (x) the Seller shall reimburse be required to pay to the Servicer within five (5) days upon receipt of a Termination Fee in an invoice from amount equal to the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) product of the first sentence Termination Fee Percentage and the outstanding principal balance of this Section 8.02(a)the terminated Mortgage Loans as of the date of such termination; provided, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer that no Termination Fee shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection or payable with any termination without cause pursuant respect to the second sentence unpaid principal balance of this Section 8.02(a), any terminated Distressed Mortgage Loan and (y) the Seller or a successor servicer will be responsible for reimbursing shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Monthly Advances, Monthly Servicing Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any upon the transfer of servicing at the time of to such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicerservicer.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer (or Trust Fundadvances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Master Servicer in writing, writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement Insurer or (iii) with respect to some or all (but not less than all) of the Mortgage Loans, at the sole option of the Seller, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such terminationdays written notice, but in no event shall such termination occur prior subject to the Closing Datelimitations set forth below. Any such notice of termination shall be in writing and delivered to the ServicerTrustee, the Master Servicer, the Trustee NIMS Insurer and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.039.04 of this Agreement. The Seller and the Servicer shall comply with the termination procedures set forth in Section Sections 8.01, 8.02 and 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing In the event the Seller terminates the Servicer shall be deducted by the Servicer from the final remittance without cause with respect to some or all of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly AdvancesMortgage Loans, the Seller shall reimburse be required to pay to the Servicer within five a Termination Fee in an amount equal to the sum of (5i) days upon receipt the product of an invoice from the Servicer without right Termination Fee Percentage and the outstanding principal balance of reimbursement from the Trust Fund. In connection with any terminated Mortgage Loans as of the date of such termination pursuant to clause and (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause during the period from the Closing Date to the third anniversary of the Closing Date, the sum of $15.00 for each Mortgage Loan so terminated. Notwithstanding the foregoing, with respect to any termination without cause (other than pursuant to the second sentence Sections 6.05 and 8.04 of this Section 8.02(a)Agreement) affecting a Mortgage Loan with respect to which any payment is more than 120 days delinquent as of the date of such termination (x) during the period from the Closing Date to the third anniversary of the Closing Date, in lieu of any Termination Fee the Seller shall pay to the Purchaser a fixed fee in the amount of $15.00 per Mortgage Loan terminated during such period and (y) thereafter, the Seller or successor servicer will be responsible for reimbursing shall not pay any fee to the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of relating to such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicertermination.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Owner (or advances by the Servicer or Trust Fundfor the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, Xxxxxx Capital and the Master Servicer in writing, provided such termination is also acceptable to writing or (iii) at the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent sole option of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage LoansXxxxxx Capital, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Datedays written notice. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.03at the beginning of this Agreement. The Seller Master Servicer, the Trustee and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing FeesSections 10.01 and 10.03 hereof and the procedures set forth below, Servicing Advances and Monthly Advances still owing provided that, in the event Xxxxxx Capital terminates this Agreement without cause in accordance with subclause (iii) above, Xxxxxx Capital shall pay the Servicer shall be deducted by the Servicer from the final remittance a termination fee equal to 2.0% of the funds to aggregate unpaid balance of the successor servicer. Should Mortgage Loans as of such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fundtermination date. In connection with any such termination pursuant referred to in clause (ii) of the first sentence of this Section 8.02(a)or (iii) above, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller or successor servicer Xxxxxx Capital will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, Xxxxxx Capital may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the time Servicer. In the event of such transfer of servicing ifelection, and only if, funds in the Collection Account are not sufficient to Xxxxxx Capital shall reimburse the Servicer for all such unreimbursed fees out-of-pocket Servicing Advances and advances. Any invoices received by Monthly Advances on the Servicer after date of termination will be forwarded and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the ServicerXxxxxx Capital's designee.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer (or Trust Fundadvances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Master Servicer in writing, writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement Insurer or (iii) with respect to some or all (but not less than all) of the Mortgage Loans, at the sole option of the Seller, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such terminationdays written notice, but in no event shall such termination occur prior subject to the Closing Datelimitations set forth below. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and Trustee, the NIMS Insurer and the Servicer by registered mail to the address set forth in Section 9.039.04 of this Agreement. The Seller and the Servicer shall comply with the termination procedures set forth in Section Sections 8.01, 8.02 and 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing The Master Servicer or the Trustee shall have no right to terminate the Servicer shall be deducted by pursuant to Section 8.02. In the event the Seller terminates the Servicer from the final remittance without cause with respect to some or all of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing FeesMortgage Loans in accordance with Section 8.02(iii), Servicing Advances or Monthly Advances, (x) the Seller shall reimburse be required to pay to the Servicer within five (5) days upon receipt of a Termination Fee in an invoice from amount equal to the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) product of the first sentence Termination Fee Rate and the outstanding principal balance of this Section 8.02(a)the terminated Mortgage Loans as of the date of such termination; provided, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer that no Termination Fee shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection or payable with any termination without cause pursuant respect to the second sentence unpaid principal balance of this Section 8.02(a), any terminated Distressed Mortgage Loan and (y) the Seller Master Servicer or a successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to shall reimburse the Servicer for all accrued and unpaid Servicing Fees and unreimbursed Servicing Advances upon the transfer of servicing to such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicerservicer.

Termination Without Cause. The Company may terminate the employment of Executive at any time without notice and without Cause (aas defined in Section 3.2). In such event, Executive shall, at the Company’s sole discretion, be entitled to the lesser of (i) This Agreement the total amount of the Executive’s base salary that remains unpaid under this Agreement, which shall terminate uponbe paid monthly or (ii) monthly salary payments for twelve (12) months, based on Executive’s monthly rate of base salary at the date of such termination, provided, however in lieu of the aforementioned monthly payments, the Company may in its sole discretion pay such payments in a lump-sum. Payment by the Company of the foregoing severance amounts shall be contingent upon Executive executing and delivering to the Company a release agreement substantially in the form and substance set forth in Exhibit A hereto and such release becoming effective, and only so long as Executive does not revoke or breach the provisions of the General Release or Sections 4 and 5 herein (provided, that Executive’s breach of such Sections or termination of severance payments shall not relieve Executive of his obligations thereunder). Executive shall also be entitled to: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer or Trust Fund, for accrued and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or unused vacation; (ii) mutual consent the immediate vesting of the Servicer any non-vested equity-related instruments granted pursuant to Section 2.6 of this Agreement; and the Master Servicer in writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than alliii) of the Mortgage Loans, without cause, provided that the Seller gives the Servicer 30 days’ notice prior to any such termination, but in no event shall such termination occur bonuses which have accrued prior to the Closing Datedate of Executive’s termination. Any Furthermore, shares of any of the Executive’s stock subject to any lockups will be immediately released from such notice restrictions and registered by the Company within 30 days of Executive’s termination. All of Executive’s rights to salary, paid time off, employee benefits, and other compensation which would have accrued or become payable after the termination of Executive’s employment shall cease upon Executive’s termination, other than those expressly required under applicable law (such as COBRA). Accrued benefits, if any, will be payable in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer by registered mail to the address set forth in Section 9.03. The Seller and the Servicer shall comply accordance with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted by the Servicer from the final remittance applicable benefit plan provisions of the funds to Company. Upon the successor servicer. Should such funds be insufficient to pay termination of Executive’s employment with the Company for all unreimbursed Option One Servicing Feesany reason, Servicing Advances or Monthly Advances, the Seller Executive shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time one calendar week of such termination return to the Company all electronic equipment, media, and supplies provided by the Trust FundCompany to the Executive. Upon a Furthermore, within one calendar week of Executive’s termination of employment with the Servicer for cause pursuant Company, Executive shall also return to Section 8.01the Company, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid Company files used by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with Executive and shall not retain any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time copies of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicerfiles.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer or Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or (ii) mutual consent of the Servicer and the Master Servicer in writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the each Seller (with respect to its related Mortgage Loans) may terminate this Agreement with respect to all (but not less than all) of the Mortgage Loans, without cause, provided provided, that the each Seller (with respect to its related Mortgage Loans) gives the Servicer 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Date. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee Servicer and the NIMS Insurer by registered mail to the address set forth in Section 9.03. The Each Seller (with respect to its related Mortgage Loans) and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. In the case of Mortgage Loans which have been serviced by the Servicer under the Bank Servicing Agreement less than six months prior to the date of termination without cause under this Section 8.02, the termination fee to be paid by each Seller (with respect to its related Mortgage Loans) from its own funds without reimbursement for a termination of servicing without cause pursuant to this Section 8.02 shall be equal to $15.00 per Mortgage Loan, payable no later than five Business Days following the date of such termination. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted by the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the each Seller (with respect to its related Mortgage Loans) or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Sellereach Seller (with respect to its related Mortgage Loans), which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicer.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Securitized Loan to the Master Servicer or Trust Fundthe Trust, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Securitized Loan and the remittance of all funds due hereunder or (ii) mutual consent of the Servicer and the Master Servicer in writing, provided such termination is also acceptable to the applicable Rating Agencies and the NIMS InsurerAgency or Rating Agencies. In addition, with the prior written consent of the Master Servicer and the NIMS InsurerServicer, the Seller or its designee may terminate this Agreement with respect to all (but not less than all) of the Mortgage Securitized Loans, without cause, provided provided, that the Seller or its designee gives the Servicer 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Date' notice. Any such notice of termination shall be in writing and delivered to the Servicer, Servicer and the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.03. The Seller or its designee and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted paid by the Servicer Seller or its designee or the successor servicer from the final remittance its own funds within 5 Business Days of the funds to the successor servicer. Should date of such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer termination without right of reimbursement from the Trust FundTrust. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust FundTrust. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Securitized Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller or its designee or the successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advancesservicing. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or its designee, and the Seller or its designee or the successor servicer shall pay such invoices within five (5) Business Days upon receipt from the Servicer.

Termination Without Cause. At any time Company shall have the right to terminate this Agreement and Employee’s employment hereunder by written notice to Employee. Upon any termination without Cause pursuant to this Section 4.4, Company shall pay Employee any unpaid amounts of his Total Salary accrued prior to the date of termination and shall reimburse Employee for all expenses described in Section 3.1 of this Agreement and incurred prior to the date of termination, provided, however, that if Company provided Employee with less than ninety (a90) This Agreement days prior written notice of the date of such termination without Cause, then in addition to his Total Salary and benefits through the date of such termination, Company shall terminate upon: also pay Employee an amount (“Severance Payments”) equal to his Total Salary for the difference between the required ninety (90) days notice and the actual notice given by Company (the “Without Cause Notice Period”), subject to all appropriate withholdings and deductions. If there is a Change in Control of Company at any time during the Term, however, whether before or after any notice of termination without Cause, then Employee shall be entitled to receive notice of the effective date of termination twelve (12) months prior to such date (“Change in Control Notice Period”) instead of the Without Cause Notice Period of only ninety (90) days. If there is a Change in Control during the Term and Company provides Employee with a notice of termination that is less than the Change in Control Notice Period, then the Severance Payments shall be, subject to all appropriate withholdings and deductions, based on the difference between the Change in Control Notice Period and the actual notice given by Company. Severance Payments shall be paid to Employee in a lump sum upon the termination of Employee’s employment, provided, however, that no Severance Payments shall be paid until Employee has signed a form of release agreement satisfactory to Company, returned it to Company and not revoked it during any applicable statutory revocation period. Employee will forfeit the right to any payment under this Section 4.4 unless such release, which will be provided by Company promptly after Employee’s termination, is signed and not subsequently revoked within ninety (90) days after it has been provided to Employee. Employee shall also receive the Additional Benefits for the entire Without Cause Notice Period or the Change in Control Notice Period, as the case may be (the “Severance Benefits”) Upon making the Severance Payments and providing the Severance Benefits, if any, required by this Section 4.4, Company shall have no further liability hereunder other than any amounts then payable pursuant to any employee benefit plan, life insurance policy or other plan, program or policy then maintained or provided by Company to Employee in accordance with Section 3.2 and under the terms thereof. For purposes of this Agreement, a Change in Control of Company shall be deemed to have occurred if (i) any person, entity or group becomes the later beneficial owner, directly or indirectly, of (a) the distribution 50.1% or more of the final payment voting securities of Company or liquidation proceeds on the last Mortgage Loan to the Master Servicer or Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder Parent; or (ii) mutual consent as a result of, or in connection with, any tender offer, exchange offer, merger, business combination, sale of the Servicer and the Master Servicer in writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent assets or contested election of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all directors (but not less than all) of the Mortgage Loans, without cause, provided that the Seller gives the Servicer 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Date. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer by registered mail to the address set forth in Section 9.03. The Seller and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted by the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a“Transaction”), the Seller persons who were directors of Company or successor servicer will be responsible for reimbursing Parent immediately before the Servicer for all unreimbursed out-of-pocket Servicing AdvancesTransaction no longer constitute a majority of the directors of Company or Parent; or (iii) Company or Parent is merged or consolidated with another corporation or entity and, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer as a result of servicing at the time merger or consolidation, less than 50.1% of such transfer the outstanding voting securities of servicing if, and only if, funds the surviving corporation or entity is then owned in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received aggregate by the Servicer after termination will be forwarded former stockholders of Company or Parent; or (iv) Company or Parent transfers all or substantially all of its assets to the Seller, another company which such Seller is not a wholly owned subsidiary of Company or successor servicer shall pay within five (5) Business Days upon receipt from the ServicerParent.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer (or Trust Fundadvances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Master Servicer in writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement Insurer or (iii) with respect to some or all (but not less than all) of the Mortgage Loans, at the sole option of the Seller, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such terminationdays written notice, but in no event shall such termination occur prior subject to the Closing Datelimitations set forth below. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee NIMS Insurer and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.039.04 of this Agreement. The Seller and the Servicer shall comply with the termination procedures set forth in Section Sections 8.01, 8.02 and 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing The Master Servicer or the Trustee shall have no right to terminate the Servicer shall be deducted by pursuant to Section 8.02. In the event the Seller terminates the Servicer from the final remittance without cause with respect to some or all of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing FeesMortgage Loans in accordance with Section 8.02(iii), Servicing Advances or Monthly Advances, (x) the Seller shall reimburse be required to pay to the Servicer within five (5) days upon receipt of a Termination Fee in an invoice from amount equal to the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) product of the first sentence Termination Fee Rate and the outstanding principal balance of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer terminated Mortgage Loans as of the date of such termination; provided that no Termination Fee shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection or payable with any termination without cause pursuant respect to the second sentence unpaid principal balance of this Section 8.02(a), any terminated Distressed Mortgage Loan and (y) the Seller Master Servicer or a successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to shall reimburse the Servicer for all accrued and unpaid Servicing Fees and unreimbursed Monthly Advances and Servicing Advances upon the transfer of servicing to such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicerservicer.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer or Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or (ii) mutual consent of the Servicer and the Master Servicer in writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement Insurer or (iii) with respect to some or all (but not less than all) of the Mortgage Loans, at the sole option of the Seller, without cause, provided that the Seller gives the Servicer upon 30 days’ written notice prior to any such termination, but in no event shall such termination occur prior to the Closing DateServicer, subject to payment by the Seller of the Termination Fee as set forth in Exhibit E hereto or other fees as mutually agreed upon by the parties and to the other limitations set forth below. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer by registered mail to the address set forth in Section 9.03. The Seller and In connection with any termination pursuant to clause (i) of the Servicer shall comply with the termination procedures set forth in first sentence of Section 9.01 hereof. All 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted by the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust FundMaster Servicer. In connection with any termination pursuant to clause clauses (ii) or (iii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances, Monthly Advances and Monthly Advances Applicable Termination Fees still owing the Servicer shall be paid at the time of such termination by the Trust FundFund by deducting from final remittance of the funds to successor servicer (on first three items) and by the Seller (on Termination Fee). Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination the event that Seller terminates the Servicer without cause pursuant with respect to some or all of the second sentence of this Mortgage Loans in accordance with Section 8.02(a8.02(a)(iii), the Seller or successor servicer will shall be responsible for reimbursing required to pay to the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer a Termination Fee in the amount set forth at Exhibit E hereto as of servicing at the time date of such transfer of servicing iftermination; provided, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will that no Termination Fee shall be forwarded paid or payable with respect to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicerunpaid principal balance of any terminated Distressed Mortgage Loan.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer (or Trust Fundadvances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, each Seller (with respect to its related Mortgage Loans) and the Master Servicer in writing, writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement Insurer or (iii) with respect to some or all (but not less than all) of the Mortgage Loans, at the sole option of each Seller (with respect to its related Mortgage Loans), without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such terminationdays written notice, but in no event shall such termination occur prior subject to the Closing Datelimitations set forth below. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee NIMS Insurer and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.039.04 of this Agreement. The Seller and the Servicer shall comply with the termination procedures set forth in Section Sections 8.01, 8.02 and 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing Neither the Master Servicer nor the Trustee shall have any right to terminate the Servicer shall be deducted by pursuant to Section 8.02. In the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the event either Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from terminates the Servicer without right of reimbursement from the Trust Fund. In connection cause with any termination pursuant respect to clause (ii) some or all of the first sentence of this Mortgage Loans in accordance with Section 8.02(a8.02(iii), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing (x) such Seller shall be required to pay to the Servicer a Termination Fee in an amount equal to the product of the Termination Fee Rate and the outstanding principal balance of the terminated Mortgage Loans as of the date of such termination; provided, that no Termination Fee shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection or payable with any termination without cause pursuant respect to the second sentence unpaid principal balance of this Section 8.02(a), any terminated Distressed Mortgage Loan and (y) the Seller Master Servicer or a successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to shall reimburse the Servicer for all accrued and unpaid Servicing Fees and unreimbursed Servicing Advances upon the transfer of servicing to such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicerservicer.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer or Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or (ii) mutual consent of the Servicer and the Master Servicer in writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller Aventis may terminate this Agreement with respect to the entire Territory for all VEGF Products on twelve (12) months’ prior written notice to Regeneron. Except as otherwise provided below in this Section 19.2, the Agreement shall continue in full force and effect through the notice period set forth above (the “Termination Notice Period”). Upon expiration of the Termination Notice Period, or earlier to the extent provided below in this Section 19.2, all licenses and rights granted to Aventis hereunder shall automatically terminate and revert to Regeneron (except to the extent required by Aventis to fulfill its obligations pursuant to Part A of Schedule 8, and upon the earlier of such fulfillment or written notice from Regeneron that it will not require such fulfillment, such licenses and rights, to the extent not previously terminated, shall automatically terminate and revert to Regeneron), and the provisions of Part A of Schedule 8 shall apply. During the Termination Notice Period, to the extent set forth or requested in one or more written notices from Regeneron to Aventis hereunder (i) such licenses and rights granted to Aventis shall automatically terminate as of a date specified in such notice(s) (but not less later than allthe Termination Notice Period) of the Mortgage Loans, without cause, provided that the Seller gives the Servicer 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Date. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer by registered mail to the address set forth in Section 9.03. The Seller and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted by the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) Aventis will promptly take the actions required by Part A of Schedule 8 and Regeneron will reasonably cooperate with Company (for avoidance of doubt, such cooperation shall not require Regeneron to pay any amounts or incur any liabilities or obligations not otherwise required hereunder to be paid or incurred by Regeneron) to facilitate Regeneron’s (or its nominee’s) expeditious assumption during the Termination Notice Period, with as little disruption as reasonably possible, of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time continued Development and/or Commercialization of such termination by VEGF Product(s). In addition, during the Trust Fund. Upon a termination Termination Notice Period (i) Company shall have no obligation to pay to Regeneron any of the Servicer milestone payments listed on Schedule 2 for cause pursuant any Milestone events that occur during the Termination Notice Period, except for the $25,000,000 Milestone payment designated on Schedule 2 as milestone Number “1” if such Milestone event occurs during such period and (ii) Regeneron shall not without the prior written consent of the applicable Committee or Sub-Committee propose or implement any amendment or change to Section 8.01any Co-Development Plan, all unreimbursed Option One Servicing FeesCo-Development Budget, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a)Country Co-Commercialization Plan, the Seller Country Co-Commercialization Budget, Global Co-Commercialization Plan or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed outGlobal Co-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the ServicerCommercialization Budget.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer (or Trust Fundadvances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Master Servicer in writing, writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement Insurer or (iii) with respect to some or all (but not less than all) of the Mortgage Loans, at the sole option of the Seller, without cause, provided that the Seller gives the Servicer 30 upon sixty (60) days’ notice prior to any such terminationwritten notice, but in no event shall such termination occur prior subject to the Closing Datelimitations set forth below. Any such notice of termination shall be in writing and delivered to the ServicerTrustee, the Master Servicer, the Trustee NIMS Insurer and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.039.04 of this Agreement. The Seller and the Servicer shall comply with the termination procedures set forth in Section Sections 8.01, 8.02 and 9.01 hereof. In the event the Seller terminates the Servicer without cause with respect to some or all of the Mortgage Loans (other than Distressed Mortgage Loans), the Seller shall be required to pay to the Servicer a Termination Fee in an amount equal to the sum of (i) the product of (x) the Termination Fee Percentage, (y) the applicable Termination Rate and (z) the outstanding principal balance of the terminated Mortgage Loans as of the date of such termination and (ii) $15.00 for each Mortgage Loan so terminated. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing to the Servicer relating to such terminated Mortgage Loans (other than Distressed Mortgage Loans) shall be deducted by reimbursed and paid to the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust FundSeller. Upon a termination of In the event the Seller terminates the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant with respect to the second sentence of this Section 8.02(a)any Distressed Mortgage Loan, the Seller or successor servicer will shall be responsible for reimbursing required to pay to the Servicer a Termination Fee in an amount equal to $15.00 for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicereach Distressed Mortgage Loan so terminated.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer (or Trust Fundadvances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, each Seller (with respect to its related Mortgage Loans) and the Master Servicer in writing, writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement Insurer or (iii) with respect to some or all (but not less than all) of the Mortgage Loans, at the sole option of each Seller (with respect to its related Mortgage Loans), without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such terminationdays written notice, but in no event shall such termination occur prior subject to the Closing Datelimitations set forth below. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee NIMS Insurer and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.039.04 of this Agreement. The Seller and the Servicer shall comply with the termination procedures set forth in Section Sections 8.01, 8.02 and 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing The Master Servicer or the Trustee shall have no right to terminate the Servicer shall be deducted by pursuant to Section 8.02. In the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the event either Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from terminates the Servicer without right of reimbursement from the Trust Fund. In connection cause with any termination pursuant respect to clause (ii) some or all of the first sentence of this Mortgage Loans in accordance with Section 8.02(a8.02(iii), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing (x) such Seller shall be required to pay to the Servicer a Termination Fee in an amount equal to the product of the Termination Fee Rate and the outstanding principal balance of the terminated Mortgage Loans as of the date of such termination; provided, that no Termination Fee shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection or payable with any termination without cause pursuant respect to the second sentence unpaid principal balance of this Section 8.02(a), any terminated Distressed Mortgage Loan and (y) the Seller Master Servicer or a successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to shall reimburse the Servicer for all accrued and unpaid Servicing Fees and unreimbursed Servicing Advances upon the transfer of servicing to such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicerservicer.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer (or Trust Fundadvances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or hereunder, (ii) mutual consent of the Servicer Servicer, each Seller (with respect to its related Mortgage Loans) and the Master Servicer in writing, writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, Insurer or (iii) with the prior written consent of the Master Servicer and the NIMS Insurer, Insurer at the discretion of each Seller may terminate this Agreement (with respect to all (but not less than all) its related Mortgage Loans and acting in its capacity as owner of the servicing rights relating to such Mortgage Loans, without cause, provided that the Seller gives the Servicer ). Any such termination pursuant to clause (iii) above shall be with 30 days’ notice prior to any such terminationnotice, but in no event shall such termination occur prior to the Closing Date. Any such notice of termination shall be in writing and delivered to the ServicerTrustee, the Master Servicer, the Trustee NIMS Insurer and the NIMS Insurer Servicer by registered mail to the address addresses set forth in Section 9.039.03 of this Agreement. The Seller and the Servicer shall comply with the termination procedures set forth in Section Sections 7.03, 8.01 and 9.01 hereof. All unreimbursed Option One Servicing FeesThe Master Servicer or the Trustee shall have no right to terminate the Servicer pursuant to this Section 8.02. In connection with a termination by either Seller (with respect to its related Mortgage Loans) pursuant to clause (iii) of this Section 8.02, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted reimbursed by the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advancesservicing. Any All invoices received by the Servicer after termination will be forwarded to the Seller, which such applicable Seller or the successor servicer shall pay for payment within five thirty (530) Business Days upon days of receipt from the Servicer.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Owner (or advances by the Servicer or Trust Fundfor the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Master Servicer in writing, provided such termination is also acceptable to writing or (iii) at the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent sole option of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage LoansSeller, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Datedays written notice. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.03at the beginning of this Agreement. The Seller Master Servicer, the Trustee and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing FeesSections 10.01 and 10.03 hereof and the procedures set forth below, Servicing Advances and Monthly Advances still owing provided that, in the Servicer shall be deducted by event the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly AdvancesSeller terminates this Agreement without cause in accordance with subclause (iii) above, the Seller shall reimburse pay the Servicer within five (5) days upon receipt a termination fee equal to 2.0% of an invoice from the Servicer without right aggregate unpaid balance of reimbursement from the Trust FundMortgage Loans as of such termination date. In connection with any such termination pursuant referred to in clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a)or (iii) above, the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Seller may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the time Servicer. In the event of such transfer of servicing ifelection, and only if, funds in the Collection Account are not sufficient to Seller shall reimburse the Servicer for all such unreimbursed fees out-of-pocket Servicing Advances and advances. Any invoices received by Monthly Advances on the Servicer after date of termination will be forwarded and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the ServicerOwner's designee.

Termination Without Cause. (a) This Agreement and the Seller’s rights hereunder with respect to some or all of the Mortgage Loans shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer Purchaser (or Trust Fundadvances by the Seller for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Seller and the Master Servicer Purchaser in writing, provided such termination is also acceptable to writing or (iii) at the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent sole option of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage LoansPurchaser, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such terminationdays written notice, but in no event shall such termination occur prior subject to the Closing Datelimitations set forth below. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Seller by registered mail to the address set forth in Section 9.03at the beginning of this Agreement. The Seller Purchaser and the Servicer Seller shall comply with the termination procedures set forth in Section 9.01 Sections 28(a) and 21 hereof. All unreimbursed Option One Servicing FeesIn the event the Purchaser terminates the Seller without cause with respect to some or all of the Mortgage Loans, Servicing Advances and Monthly Advances still owing the Servicer Purchaser shall be deducted by required to pay to the Servicer from the final remittance Seller a termination fee equal to 1.125% of the funds aggregate unpaid principal balance of the Mortgage Loans as of such termination date (or such other amount as may be set forth in the related Purchase Price and Terms Letter); provided, that no termination fee shall be paid or payable with respect to the successor servicerunpaid principal balance of any Distressed Mortgage Loan. Should Subject to the requirements set forth in this paragraph, the Seller may terminate this Agreement with respect to the servicing of those Mortgage Loans that are determined to be Distressed Mortgage Loans as of the fifteenth calendar day preceding the Transfer Date (or if such funds day is not a Business Day, the immediately preceding Business Day) and servicing of such Mortgage Loans shall be insufficient transferred to pay the Special Servicer. The Seller shall be responsible for the delivery of all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advancesrequired transfer notices and will send a copy of the transfer notice to the Master Servicer. Not later than the Business Day immediately following the Transfer Date, the Seller shall reimburse deliver to the Special Servicer, with respect to the Distressed Mortgage Loans that were transferred to the Special Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a)on such Transfer Date, all unreimbursed Option One related Servicing Fees, Servicing Advances Files and Monthly Advances still owing a loan level tape or other electronic media containing loan set-up information in form reasonably acceptable to the Servicer Special Servicer. No termination fee shall be paid at the time of such termination by the Trust Fund. Upon payable to Seller with respect to Mortgage Loans that transfer to a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Special Servicer.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer (or Trust Fundadvances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Master Servicer in writing, writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement or (iii) with respect to some or all (but not less than all) of the Mortgage Loans, at the sole option of the Seller, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such terminationdays written notice, but in no event shall such termination occur prior subject to the Closing Datelimitations set forth below. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee Servicer and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.039.04 of this Agreement. The Seller and the Servicer shall comply with the termination procedures set forth in Section Sections 8.01, 8.02 and 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing The Master Servicer or the Indenture Trustee shall have no right to terminate the Servicer shall be deducted by pursuant to Section 8.02. In the event the Seller terminates the Servicer from the final remittance without cause with respect to some or all of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing FeesMortgage Loans in accordance with Section 8.02(iii), Servicing Advances or Monthly Advances, (x) the Seller shall reimburse be required to pay to the Servicer within five (5) days upon receipt of a Termination Fee in an invoice from amount equal to the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) product of the first sentence Termination Fee Rate and the outstanding principal balance of this Section 8.02(a)the terminated Mortgage Loans as of the date of such termination; provided, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer that no Termination Fee shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection or payable with any termination without cause pursuant respect to the second sentence unpaid principal balance of this Section 8.02(a), any terminated Distressed Mortgage Loan and (y) the Seller Master Servicer or a successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to shall reimburse the Servicer for all accrued and unpaid Servicing Fees and unreimbursed Servicing Advances upon the transfer of servicing to such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicerservicer.

Termination Without Cause. (a) This Agreement shall The Owner may, at its sole option, terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer or Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or (ii) mutual consent of the Servicer and the Master Servicer in writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to some or all (but not less than all) of the Mortgage Loans, any rights the Servicer may have hereunder, without cause, provided upon sixty (60) days prior written notice and the payment to the Servicer of the purchase price paid by Servicer for the Servicing Rights with respect to each of the affected Mortgage Loans. It is understood and agreed that the Seller gives foregoing termination fee, and the “deboarding fee” included within the definition of Servicing Compensation, are intended to cover all of Servicer’s costs and expenses associated with the transfer of the servicing function upon termination pursuant to this Section 10.02(a) for the transfer responsibilities set forth on Exhibit I hereto, including without limitation, the forwarding by Servicer to any successor servicer, by overnight mail for the thirty (30) day period immediately following the transfer and thereafter by respect to the Mortgage Loan or the Mortgaged Property. The termination fee shall not cover the costs of (1) any MERS transfer fee, necessitated by or payable in connection with the transfer of the servicing function, or (2) retrieval and physical delivery of the Mortgage Loan Servicing Files to the successor servicer by a vendor selected by the Owner. Such costs shall be payable by the Owner. Notwithstanding 37 anything contained herein to the contrary, in the event that there are costs and expenses associated with such transfer of the servicing function in addition to those costs and expenses associated with the Servicer 30 days’ notice prior responsibilities set forth in Exhibit I and with the Owner responsibilities set forth in this Section 10.02, the parties agree to any negotiate in good faith to allocate responsibility for such costs and expenses in a fair and reasonable manner. Upon such termination, but in no event shall such termination occur prior any right of the Servicer to the Closing DateServicing Compensation with respect to the affected Mortgage Loans shall terminate on the Effective Termination Date (as defined below), except as otherwise provided herein. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth Owner as provided in Section 9.0311.07 of this Agreement. The Seller Owner shall not adversely select the Mortgage Loans with respect to which this Agreement is terminated such that the costs and burdens of servicing pursuant to this Agreement are materially increased. Termination pursuant to this Section 10.02(a) shall be effective on the date on which the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing Feestransfers all responsibilities, Servicing Advances rights, duties and Monthly Advances still owing the Servicer shall be deducted by the Servicer from the final remittance of the funds obligations under this Agreement to the successor servicer. Should such funds be insufficient appointed pursuant to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five Section 11.01 and sixty (560) days upon receipt of an invoice from the Servicer without right date of reimbursement from the Trust Fund. In connection with any notice of termination pursuant to clause (ii) of the first sentence for purposes of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a)10.02(a) only, the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicer“Effective Termination Date.”).

Termination Without Cause. At any time Company shall have the right to terminate this Agreement and Employee’s employment hereunder by written notice to Employee. Upon any termination without Cause pursuant to this Section 4.4, Company shall (a) This Agreement shall terminate upon: (i) the later pay Employee any unpaid amounts of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan his Total Salary accrued prior to the Master Servicer or Trust Fund, date of termination and (b) reimburse Employee for all expenses described in Section 3.1 of this Agreement and incurred prior to the disposition date of all REO Property acquired upon foreclosure termination, provided, however, that if Company provided Employee with less than ninety (90) days prior written notice of the last Mortgage Loan date of such termination without Cause, then in addition to his Total Salary and benefits through the date of such termination, Company shall also pay Employee an amount (“Severance Payments”) equal to his Total Salary for the difference between the required ninety (90) days notice and the remittance actual notice given by Company (the “Without Cause Notice Period”), subject to all appropriate withholdings and deductions. If there is a Change in Control of Company at any time during the Term, however, whether before or after any notice of termination without Cause, then Employee shall be entitled to receive notice of the effective date of termination twelve (12) months prior to such date (“Change in Control Notice Period”) instead of the Without Cause Notice Period of only ninety (90) days. If there is a Change in Control during the Term and Company provides Employee with a notice of termination that is less than the Change in Control Notice Period, then the Severance Payments shall be, subject to all funds due hereunder appropriate withholdings and deductions, based on the difference between the Change in Control Notice Period and the actual notice given by Company. Severance Payments shall be paid to Employee in a lump sum upon the termination of Employee’s employment, provided, however, that no Severance Payments shall be paid until Employee has signed and delivered a release agreement satisfactory to Company and not revoked it during any applicable statutory revocation period. Employee will forfeit the right to any Severance Payments under this Section 4.4 unless such release is signed and not subsequently revoked within ninety (90) days after it is provided to Employee by Company. Employee shall receive the Additional Benefits for the period of time during so long as Severance Payments are being made to Employee (the “Severance Benefits”). Upon making the Severance Payments and providing the Severance Benefits, if any, required by this Section 4.4, Company shall have no further liability to Employee other than any amounts duly payable pursuant to any 401K plan, employee benefit plan, life insurance policy or other plan, program or policy then maintained or provided by Company to Employee pursuant to the terms thereof. For purposes of this Agreement, a Change in Control of Company shall be deemed to have occurred if (i) any person, entity or group becomes the beneficial owner, directly or indirectly, of 50.1% or more of the voting securities of Company or Parent; or (ii) mutual consent as a result of, or in connection with, any tender offer, exchange offer, merger, business combination, sale of the Servicer and the Master Servicer in writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent assets or contested election of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all directors (but not less than all) of the Mortgage Loans, without cause, provided that the Seller gives the Servicer 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Date. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer by registered mail to the address set forth in Section 9.03. The Seller and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted by the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a“Transaction”), the Seller persons who were directors of Company or successor servicer will be responsible for reimbursing Parent immediately before the Servicer for all unreimbursed out-of-pocket Servicing AdvancesTransaction no longer constitute a majority of the directors of Company or Parent; or (iii) Company or Parent is merged or consolidated with another corporation or entity and, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer as a result of servicing at the time merger or consolidation, less than 50.1% of such transfer the outstanding voting securities of servicing if, and only if, funds the surviving corporation or entity is then owned in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received aggregate by the Servicer after termination will be forwarded former stockholders of Company or Parent; or (iv) Company or Parent transfers all or substantially all of its assets to the Seller, another company which such Seller is not a wholly owned subsidiary of Company or successor servicer shall pay within five (5) Business Days upon receipt from the ServicerParent.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution Anything contained in each of the final payment Employment Agreements with Xxxx X. Xxxxxx and Xxxxxx Xxxxxx or liquidation proceeds on in the last Mortgage Loan GNP Agreement to the Master Servicer or Trust Fundcontrary notwithstanding, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or (ii) mutual consent of the Servicer and the Master Servicer in writing, provided Company may at any time terminate such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, Founder's employment with the Company under such Founder's Employment Agreement without cause by giving such Founder reasonable prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all notice thereof (but not less than all) of the Mortgage Loans, without cause, provided that the Seller gives the Servicer 30 days’ notice days prior to any the effective date of such termination, but subject however to such requirements and safeguards regarding the Founder's continued employment with the Company during such notice period as the Company may determine), which termination shall take effect at the time specified in no such notice (which shall not in any event shall such termination occur be prior to the Closing Date. Any date on which such notice of termination shall be in writing and delivered is given to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer by registered mail to the address set forth in Section 9.03such Founder). The Seller and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted by the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any A termination pursuant to clause (ii) this Section 4 is called a "Termination Without Cause" in this Agreement. In the ------------------------- event of such Founder's Termination Without Cause, neither such Founder nor his beneficiaries or estate shall have any rights or claims against the first sentence Company except: to receive all accrued and unpaid Salary earned by such Founder pursuant to Section 3 of this Agreement through the effective date of such termination; to receive all accrued and unpaid benefits to which the Founder is entitled pursuant to Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing 4.2 of such Founder's Employment Agreement through the Servicer shall be paid at the time effective date of such termination and to receive, during any "COBRA" continuation period mandated by law during which the Trust Fund. Upon a termination terminated Founder (x) is not eligible for coverage under another group health insurance plan and (y) continues coverage during such continuation period under the Company's group health insurance plan, an amount equal to the premium payments that the Company would have otherwise paid under such group health insurance plan to cover such Founder had such Founder not been terminated; to receive reimbursement for all amounts to which such Founder is entitled under Sections 2.6 and 2.7 of the Servicer for cause Employment Agreement; and subject to the continued compliance by such Founder with the provisions of Sections 11, 12, and 13 of such Founder's Employment Agreement, to continue to receive the salary in effect pursuant to Section 8.013 hereof on the effective date of such termination for a period of two years commencing on the effective date of such termination and continuing until (but excluding) the second anniversary thereof, all unreimbursed Option One Servicing Feespaid to such Founder in such installments as is the Company's practice from time to time during such period with respect to the payment of salaries and wages to its executive officers generally, Servicing Advances but in any event not less than often than monthly; provided, however, that, subject to the continued compliance by -------- ------- such Founder with the provisions of Sections 11, 12, and Monthly Advances still owing 13 of such Founder's Employment Agreement, in the Servicer event such Founder shall be paid employed full-time by another person or entity during such two-year period, such Founder shall have the Trust Fund as such amounts are received from option of receiving the related Mortgage Loans. In connection with any termination without cause pursuant unpaid balance of the aggregate amount to the second sentence of this Section 8.02(a), the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds which he is entitled hereunder in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Sellera single lump sum, which shall be due and payable to such Seller or successor servicer shall pay Founder within five (5) Business Days upon 15 days after the Company's receipt of written certification from the Servicersuch Founder as to such other employment.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Owner (or advances by the Servicer or Trust Fundfor the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, the Bank and the Master Servicer in writing, provided such termination is also acceptable to writing or (iii) at the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent sole option of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage LoansBank, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Datedays written notice. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.03at the beginning of this Agreement. The Seller Master Servicer, the Trustee and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing Fees10.03 hereof and the procedures set forth below, Servicing Advances and Monthly Advances still owing provided that, in the event the Bank terminates this Agreement without cause in accordance with subclause (iii) above, the Bank shall pay the Servicer shall be deducted by the Servicer from the final remittance a termination fee equal to 2.0% of the funds to aggregate unpaid balance of the successor servicer. Should Mortgage Loans as of such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fundtermination date. In connection with any such termination pursuant referred to in clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a)or (iii) above, the Seller or successor servicer Bank will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Bank may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the time Servicer. In the event of such transfer of servicing ifelection, and only if, funds in the Collection Account are not sufficient to Bank shall reimburse the Servicer for all such unreimbursed fees out-of-pocket Servicing Advances and advances. Any invoices received by Monthly Advances on the Servicer after date of termination will be forwarded and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the ServicerOwner's designee.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer Trust Fund (or Trust Fundadvances by the Company for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Company, Lehman Brothers Bank, FSB and the Master Servicer in writing, provided such termination is also acceptable to xx xxxting or (iii) at the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent sole option of the Master Servicer and the NIMS InsurerLehman Brothers Bank, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage LoansFSB, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Datexxxx xritten notice. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Company by registered mail to the address set forth in Section 9.03at the beginning of this Agreement. The Seller Master Servicer, the Trustee and the Servicer Company shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted by the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. Article X. In connection with any such termination pursuant referred to in clause (ii) of the first sentence of this Section 8.02(a)above, all unreimbursed Option One Servicing FeesLehman Brothers Bank, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller or successor servicer FSB will be responsible for reimbursing xxxxxxrsing the Servicer Company for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at servicing. In connection with any such termination referred to in clause (iii) above, Lehman Brothers Bank, FSB will be responsible for xxxxxx a sum, as liquidated damages, in an amount equal to (I) two percent (2%) of the time aggregate Assumed Principal Balance of the Mortgage Loans (as defined herein) if such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices written notice is received by the Servicer after termination will be forwarded to Company on or before the Seller, which such Seller or successor servicer shall pay within Business Day five (5) Business Days upon receipt years from the Servicerdate such Mortgage Loans were sold by the Company to Lehman Brothers Bank, FSB, or (II) one percent (1%) xx xhe aggregate Assumed Principal Balance of the Mortgage Loans if such written notice is received by the Company after the Business Day five years from the date such Mortgage Loans were sold by the Company to Lehman Brothers Bank, FSB (either amount shall be xxxxxxed to as "Liquidated Damages").

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer (or Trust Fundadvances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Master Servicer in writing, writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement or (iii) with respect to some or all (but not less than all) of the Mortgage Loans, at the sole option of the Seller, without cause, provided that the Seller gives the Servicer 30 days’ notice prior to any such terminationupon sixty (60) days written notice, but in no event shall such termination occur prior subject to the Closing Datelimitations set forth below. Any such notice of termination shall be in writing and delivered to the ServicerIndenture Trustee, the Master Servicer, the Trustee Servicer and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.039.04 of this Agreement. The Seller and the Servicer shall comply with the termination procedures set forth in Section Sections 8.01, 8.02 and 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing In the event the Seller terminates the Servicer shall be deducted by the Servicer from the final remittance without cause with respect to some or all of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly AdvancesMortgage Loans (other than Distressed Mortgage Loans), the Seller shall reimburse be required to pay to the Servicer within five a Termination Fee in an amount equal to the sum of (5i) days upon receipt the product of an invoice from (x) the Termination Fee Percentage, (y) the applicable Termination Rate and (z) the outstanding principal balance of the terminated Mortgage Loans as of the date of such termination and (ii) for any termination without cause, the sum of $15.00 for each Mortgage Loan so terminated. In the event the Seller terminates the Servicer without right of reimbursement from the Trust Fund. In connection cause with respect to any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Distressed Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a)Loan, the Seller or successor servicer will shall be responsible for reimbursing required to pay to the Servicer a Termination Fee in an amount equal to $15.00 for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicereach Distressed Mortgage Loan so terminated.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer or Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or hereunder, (ii) mutual consent of the Servicer and the Master Servicer in writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer Insurer and the NIMS Insurer, the Seller may terminate this Agreement (iii) with respect to some or all (but not less than all) of the Mortgage Loans, at the sole option of the Seller, without cause, provided that the Seller gives the Servicer upon 30 days’ notice days prior to any such terminationwritten notice, but in no event shall such termination occur prior subject to the Closing Datelimitations below. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer by registered mail to the address set forth in Section 9.03. The Seller and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted by the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicer.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer (or Trust Fundadvances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or hereunder, (ii) mutual consent of the Servicer Servicer, the Seller and the Master Servicer in writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, Insurer or (iii) with the prior written consent of the Master Servicer and the NIMS Insurer, Insurer at the Seller may terminate this Agreement with respect to all (but not less than all) discretion of the Mortgage Loans, without cause, provided that the Seller gives the Servicer Seller. Any such termination pursuant to clause (iii) above shall be with 30 days’ notice prior to any such terminationnotice, but in no event shall such termination occur prior to the Closing Date. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee NIMS Insurer and the NIMS Insurer Servicer by registered mail to the address addresses set forth in Section 9.039.03 of this Agreement; provided however, that such notice will not be required for termination of this Agreement in connection with the transfer of the servicing of the Mortgage Loans to Ocwen Loan Servicing, LLC which is expected to occur on or about July 1, 2007. The Seller and the Servicer shall comply with the termination procedures set forth in Section Sections 7.03, 8.01 and 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing Neither the Master Servicer nor the NIMS Insurer shall have the right to terminate the Servicer shall be deducted by the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (iiiii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any a termination without cause by the Seller pursuant to the second sentence clause (iii) of this Section 8.02(a), the Servicer shall be reimbursed by the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advancesservicing. Any All invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or the successor servicer shall pay for payment within five thirty (530) Business Days upon days of receipt from the Servicer.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer or Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or (ii) mutual consent of the Servicer and the Master Servicer in writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement Insurer or (iii) with respect to some or all (but not less than all) of the Mortgage Loans, at the sole option of the Seller, without cause, provided that the Seller gives the Servicer upon 30 days’ written notice prior to any such termination, but in no event shall such termination occur prior to the Closing Date. Any such notice of termination shall be in writing and delivered to the Servicer, subject to payment by the Master Servicer, Seller of the Trustee and the NIMS Insurer by registered mail to the address Termination Fee as set forth in Section 9.03. The Seller Exhibit E hereto or (iv) the sale of servicing rights with respect to all of the Mortgage Loans as mutually agreed upon by the parties and to the Servicer shall comply with the termination procedures other limitations set forth in below. In connection with any termination pursuant to clause (i) of the first sentence of Section 9.01 hereof. All 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted by the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust FundMaster Servicer. In connection with any termination pursuant to clause clauses (ii), (iii) or (iv) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances, Monthly Advances and Monthly Advances Applicable Termination Fees still owing the Servicer shall be paid at the time of such termination by the Trust FundFund by deducting from final remittance of the funds to successor servicer (on first three items) and by the Seller (on Termination Fee). Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination the event that Seller terminates the Servicer without cause pursuant with respect to some or all of the second sentence of this Mortgage Loans in accordance with Section 8.02(a8.02(a)(iii), the Seller or successor servicer will shall be responsible for reimbursing required to pay to the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer a Termination Fee in the amount set forth at Exhibit E hereto as of servicing at the time date of such transfer of servicing iftermination; provided, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will that no Termination Fee shall be forwarded paid or payable with respect to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicerunpaid principal balance of any terminated Distressed Mortgage Loan.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Serviced Mortgage Loan to the Master Servicer or Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Serviced Mortgage Loan and the remittance of all funds due hereunder or (ii) mutual consent of the Servicer and the Master Servicer Trustee in writing, provided such termination is also acceptable to the Rating Agencies Guarantor and the NIMS InsurerRating Agencies. In addition, with the prior written consent of the Master Servicer and the NIMS InsurerGuarantor, the Seller may terminate this Agreement with respect to all (but not less than all) of the Serviced Mortgage Loans, without cause, provided provided, that the Seller gives the Servicer 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Date' notice. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.03. The Seller and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. The termination fee to be paid by the Seller from its own funds without reimbursement for a termination of servicing without cause pursuant to this Section 8.02 shall be equal to $15.00 per Serviced Mortgage Loan, payable no later than five Business Days following the date of such termination. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted paid by the Servicer Seller, or successor servicer, from the final remittance its own funds within 5 Business Days of the funds to the successor servicer. Should date of such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer termination without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.018.01 or Section 9.17, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Serviced Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advancesservicing. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicer.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer (or Trust Fundadvances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Master Servicer in writing, writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement Insurer or (iii) with respect to some or all (but not less than all) of the Mortgage Loans, at the sole option of the Seller, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such terminationdays written notice, but in no event shall such termination occur prior subject to the Closing Datelimitations set forth below. Any such notice of termination shall be in writing and delivered to the ServicerTrustee, the Master Servicer, the Trustee NIMS Insurer and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.039.04 of this Agreement. The Seller and the Servicer shall comply with the termination procedures set forth in Section Sections 8.01, 8.02 and 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing In the event the Seller terminates the Servicer shall be deducted by the Servicer from the final remittance without cause with respect to some or all of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing FeesMortgage Loans in accordance with Section 8.02(iii), Servicing Advances or Monthly Advances, (x) the Seller shall reimburse be required to pay to the Servicer within five (5) days upon receipt of a Termination Fee in an invoice from amount equal to the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) product of the first sentence Termination Fee Percentage and the outstanding principal balance of this Section 8.02(a)the terminated Mortgage Loans as of the date of such termination; provided, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer that no Termination Fee shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection or payable with any termination without cause pursuant respect to the second sentence unpaid principal balance of this Section 8.02(a), any terminated Distressed Mortgage Loan and (y) the Seller or a successor servicer will be responsible for reimbursing shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Monthly Advances, Monthly Servicing Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any upon the transfer of servicing at the time of to such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicerservicer.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer or Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or (ii) mutual consent of the Servicer Servicer, Holdings and the Master Servicer Trustee in writing, provided such termination is also acceptable to the Rating Agencies and the NIMS InsurerAgencies. In addition, Holdings, with the prior written consent of the Master Servicer and the NIMS InsurerIBF, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage Loans, without cause, provided provided, that the Seller Holdings gives the Servicer 30 and the Trustee 90 days’ ' notice prior to any such termination, but in no event shall of such termination occur prior and Holdings has appointed a successor servicer reasonably acceptable to the Closing DateTrustee. In the event of failure of IBF to grant such written consent, IBF shall be required to pay Holdings an amount equal to the product of (a) the General Servicing Fee Rate and (b) the then outstanding principal balance of the Mortgage Loan in consideration of the transfer of the servicing rights with respect to the Mortgage Loans to IBF. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.03. The Seller Holdings and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing FeesIn the event that such termination without cause is exercised by Holdings within six months of the Transfer Date, Servicing Advances and Monthly Advances still owing Holdings shall pay to the Servicer shall be deducted by a termination fee equal to $15.00 per Mortgage Loan, payable no later than five Business Days following the Servicer from the final remittance date of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fundtermination. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at no later than 5 Business Days following the time date of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller or successor servicer Holdings will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Option One Servicing Fees, Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicerservicing.

Termination Without Cause. (a) This Agreement shall In addition to any other rights of Par 4 Plastics, Inc. to terminate upon: (i) the later this Purchase Order or contract, Par 4 Plastics, Inc. may at any time immediately terminate all or any part of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan this Purchase Order, for any reason, upon written notice to the Master Servicer or Trust FundSeller. In such case, Par 4 Plastics, Inc. shall pay Seller all amounts due hereunder for delivered and accepted goods and services, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or (ii) mutual consent of the Servicer and the Master Servicer in writing, provided such termination is also acceptable shall pay Seller an amount equal to the Rating Agencies actual cost of raw materials and work-in-process applicable to the NIMS Insurer. In addition, with the prior written consent terminated portion of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage Loans, without causePurchase Order, provided that Seller shall submit to Par 4 Plastics, Inc. within thirty (30) days after the termination notice a written claim in such form and with supporting documents as specified by Par 4 Plastics, Inc.. Except as set forth in this section, Par 4 Plastics, Inc. shall not otherwise be liable to Seller gives the Servicer 30 days’ notice prior to or any such terminationsubcontractor of Seller, but and in no event shall Par 4 Plastics, Inc. be liable for loss of anticipated profit, unabsorbed overhead, product development and engineering cost, un-recovered depreciation costs, or general or administrative expense related to such termination occur prior termination. Par 4 Plastics, Inc. reserves the right to verify Xxxxxx’s claims hereunder. IN NO EVENT, UNDER THIS OR ANY OTHER SECTION OF THIS PURCHASE ORDER, OR IN CONNECTION WITH ANY TRANSACTION BETWEEN PAR 4 PLASTICS, INC. AND SELLER, OR INVOLVING THE GOODS OR SERVICES COVERED BY THIS PURCHASE ORDER, SHALL PAR 4 PLASTICS, INC. BE LIABLE TO SELLER (OR TO ANYONE ASSERTING A CLAIM ON SELLER’S BEHALF) FOR INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES OF ANY NATURE, INCLUDING WITOUT LIMITAION LOST PROFITS. INSOLVENCY Par 4 Plastics, Inc. may immediately cancel this order or contract with no liability to Seller in the Closing Dateevent of insolvency of Seller; filing of a voluntary or involuntary petition in bankruptcy concerning Seller; appointment of a receiver or trustee for Seller; the making of an assignment for the benefit of creditors of Seller; or a comparable event. Any such notice of termination shall be EMERGENCY ORDER Par 4 Plastics, Inc. may from time-to-time place emergency orders in writing and delivered addition to regular orders placed under this Agreement or may request that Seller deliver goods sooner than the Serviceroriginal time Par 4 Plastics, the Master Servicer, the Trustee and the NIMS Insurer Inc. specified by registered mail Seller agrees to the address set forth in Section 9.03. The Seller and the Servicer shall exert its best efforts to comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted by the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances emergency orders or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicerrevised timetable.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer (or Trust Fundadvances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Master Servicer in writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement Insurer or (iii) with respect to some or all (but not less than all) of the Mortgage Loans, at the sole option of the Seller, without cause, provided that the Seller gives the Servicer 30 upon sixty (60) days’ notice prior to any such terminationwritten notice, but in no event shall such termination occur prior subject to the Closing Datelimitations set forth below. Any such notice of termination shall be in writing and delivered to the ServicerTrustee, the Master Servicer, the Trustee NIMS Insurer and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.039.04 of this Agreement. The Seller and the Servicer shall comply with the termination procedures set forth in Section Sections 8.01, 8.02 and 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing The Master Servicer or the Trustee shall have no right to terminate the Servicer shall be deducted by pursuant to Section 8.02. In the event the Seller terminates the Servicer from the final remittance without cause with respect to some or all of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing FeesMortgage Loans in accordance with Section 8.02(iii), Servicing Advances or Monthly Advances, (x) the Seller shall reimburse be required to pay to the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer Termination Fee; provided that no Termination Fee shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection or payable with any termination without cause pursuant respect to the second sentence unpaid principal balance of this Section 8.02(a), any terminated Distressed Mortgage Loan and (y) the Seller Master Servicer or a successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to shall reimburse the Servicer for all accrued and unpaid Servicing Fees and unreimbursed Monthly Advances and Servicing Advances upon the transfer of servicing to such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicerservicer.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Owner (or advances by the Servicer or Trust Fundfor the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer and the Master Servicer Owner in writing, provided such termination is also acceptable to writing or (iii) at the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent sole option of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage LoansOwner, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Datedays written notice. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.03at the beginning of this Agreement. The Seller Owner and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing Fees10.01 hereof and the procedures set forth below, Servicing Advances and Monthly Advances still owing provided that, in the event the Owner terminates this Agreement without cause in accordance with subclause (iii) above, the Owner shall pay the Servicer shall be deducted by the Servicer from the final remittance a termination fee equal to 0.75% of the funds to aggregate unpaid principal balance of the successor servicer. Should Mortgage Loans as of such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fundtermination date. In connection with any such termination pursuant referred to in clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a)or (iii) above, the Seller or successor servicer Owner will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the time Servicer. In the event of such transfer of servicing ifelection, and only if, funds in the Collection Account are not sufficient to Owner shall reimburse the Servicer for all such unreimbursed fees out-of-pocket Servicing Advances and advances. Any invoices received by Monthly Advances on the Servicer after date of termination will be forwarded and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the ServicerOwner's designee.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) The Owner or the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer or Trust FundAdministrator may terminate, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or (ii) mutual consent of at its sole option, any rights the Servicer and the Master Servicer in writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage Loanshave hereunder, without cause, cause as provided that the Seller gives the Servicer 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Datethis Section 11.02. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth as provided in Section 9.0312.05. The Seller and the Servicer shall comply with the For termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing Feeswithout cause, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted by the Servicer entitled to receive from the final remittance of the funds Owner, with respect to the successor servicer. Should such funds be insufficient each Mortgage Loan subject to pay for all unreimbursed Option One Servicing Feestermination, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a)11.02, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing an amount equal to (i) the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing Termination Fee (if, and only if, funds this Agreement is terminated by the Owner or the Administrator or some or all of the real estate assets are sold by the Owner, in each case prior to the first anniversary date of this Agreement) as calculated in Schedule III; (ii) unreimbursed Servicing Advances; (iii) reasonable costs to transfer servicing of the Mortgage Loans and REO Properties to the successor servicer; and (iv) Servicing Fees earned but not yet paid to the Servicer. The Servicer shall not be entitled to receive any Termination Fee in respect of any termination occurring on or after the first anniversary of the Closing Date. Any termination without cause pursuant to this Section 11.02 shall, if such termination occurs after the first anniversary of the Closing Date, require not less than 90 days prior written notice to the Servicer, such notice to be given by the Owner or the Administrator; provided that, notwithstanding the foregoing, no such notice shall be required if the termination of the Servicer relates only to a portion of the Assets and such portion (together with any other portion of the Assets previously terminated pursuant to this Section 11.02) generated less than 10% in the Collection Account are not sufficient aggregate of the servicing compensation payable to reimburse the Servicer for all pursuant to this Agreement during the calendar month immediately preceding the month of the effectiveness of such unreimbursed fees and advancestermination. Any invoices received notice of a proposed Asset sale given by the Owner or the Administrator pursuant to this Section shall specify the approximate percentage of the Assets (measured by the value ascribed to such Assets on the Closing Date or such other date as may be specified in such notice, and not by loan or property count) intended to be sold. The Owner or the Administrator may adjust such percentage from time to time and shall promptly advise the Servicer after termination will of any such adjustment; provided that the notice period specified in this Section shall in each case be forwarded calculated by reference to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from date of the Servicerinitial notice.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (aof(a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Owner (or advances by the Servicer or Trust Fundfor the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Master Servicer in writing, provided such termination is also acceptable to writing or (iii) at the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent sole option of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage LoansSeller, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Datedays written notice. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.03at the beginning of this Agreement. The Seller Master Servicer, the Trustee and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing FeesSections 10.01 and 10.03 hereof and the procedures set forth below, Servicing Advances and Monthly Advances still owing provided that, in the Servicer shall be deducted by event the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly AdvancesSeller terminates this Agreement without cause in accordance with subclause (iii) above, the Seller shall reimburse pay the Servicer within five (5) days upon receipt a termination fee equal to 2.0% of an invoice from the Servicer without right aggregate unpaid balance of reimbursement from the Trust FundMortgage Loans as of such termination date. In connection with any such termination pursuant referred to in clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a)or (iii) above, the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Seller may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the time Servicer. In the event of such transfer of servicing ifelection, and only if, funds in the Collection Account are not sufficient to Seller shall reimburse the Servicer for all such unreimbursed fees out-of-pocket Servicing Advances and advances. Any invoices received by Monthly Advances on the Servicer after date of termination will be forwarded and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the ServicerOwner's designee.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer or Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or (ii) mutual consent of the Servicer and the Master Servicer in writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the each Seller (with respect to its related Mortgage Loans) may terminate this Agreement with respect to all (but not less than all) of the Mortgage LoansLoans (other than those seven (7) Mortgage Loans listed on Schedule A-1), without cause, provided provided, that the each Seller (with respect to its related Mortgage Loans) gives the Servicer 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Date' notice. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee Servicer and the NIMS Insurer by registered mail to the address set forth in Section 9.03. The Each Seller (with respect to its related Mortgage Loans) and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. In the case of Mortgage Loans which have been serviced by the Servicer under the Bank Servicing Agreements less than six months prior to the date of termination without cause under this Section 8.02, the termination fee to be paid by each Seller (with respect to its related Mortgage Loans) from its own funds without reimbursement for a termination of servicing without cause pursuant to this Section 8.02 shall be equal to $15.00 per Mortgage Loan, payable no later than five Business Days following the date of such termination. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted paid by the Servicer each Seller (with respect to its related Mortgage Loans) or successor servicer from the final remittance its own funds within 5 Business Days of the funds to the successor servicer. Should date of such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer termination without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the each Seller (with respect to its related Mortgage Loans) or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advancesservicing. Any invoices received by the Servicer after termination will be forwarded to the Sellereach Seller (with respect to its related Mortgage Loans), which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicer.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer or Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or (ii) mutual consent of the Servicer and the Master Servicer in writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement Insurer or (iii) with respect to some or all (but not less than all) of the Mortgage Loans, at the sole option of the Seller, without cause, provided that the Seller gives the Servicer upon 30 days’ written notice prior to any such termination, but in no event shall such termination occur prior to the Closing Date. Any such notice of termination shall be in writing and delivered to the Servicer, subject to payment by the Master Servicer, Seller of the Trustee and the NIMS Insurer by registered mail to the address Termination Fee as set forth in Section 9.03. The Seller Exhibit E hereto and to the Servicer shall comply with the termination procedures other limitations set forth in below. In connection with any termination pursuant to clause (i) of the first sentence of Section 9.01 hereof. All 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted by the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust FundMaster Servicer. In connection with any termination pursuant to clause clauses (ii) or (iii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances, Monthly Advances and Monthly Advances Applicable Termination Fees still owing the Servicer shall be paid at the time of such termination by the Trust FundFund by deducting from final remittance of the funds to successor servicer (on first three items) and by the Seller (on Termination Fee). Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination the event that Seller terminates the Servicer without cause pursuant with respect to some or all of the second sentence of this Mortgage Loans in accordance with Section 8.02(a8.02(a)(iii), the Seller or successor servicer will shall be responsible for reimbursing required to pay to the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer a Termination Fee in the amount set forth at Exhibit E hereto as of servicing at the time date of such transfer of servicing iftermination; provided, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will that no Termination Fee shall be forwarded paid or payable with respect to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicerunpaid principal balance of any terminated Distressed Mortgage Loan.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer or Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or (ii) mutual consent of the Servicer and the Master Servicer Trustee in writing, provided such termination is also acceptable to the Rating Agencies Master Servicer, the Guarantor and the NIMS InsurerRating Agencies. In addition, with the prior written consent of the Master Servicer and the NIMS InsurerGuarantor, the Seller Directing Holder may terminate this Agreement with respect to all (but not less than all) of the Mortgage Loans, without cause, provided provided, that the Seller Directing Holder gives the Servicer 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Date' notice. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.03. The Seller Directing Holder and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted by the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to this Section 8.018.02 or Section 9.17, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller or successor servicer Directing Holder will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicerservicing.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Owner (or advances by the Servicer or Trust Fundfor the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer and the Master Servicer Owner in writing, provided such termination is also acceptable to writing or (iii) at the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent sole option of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage LoansOwner, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Datedays written notice. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.03at the beginning of this Agreement. The Seller Owner and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing FeesSections 10.01 and 10.03 hereof and the procedures set forth below, Servicing Advances and Monthly Advances still owing provided that, in the event the Owner terminates this Agreement without cause in accordance with subclause (iii) above, the Owner shall pay the Servicer shall be deducted by the Servicer from the final remittance a termination fee equal to (A) with respect to fixed rate Mortgage Loans, 2.0% of the funds aggregate unpaid principal balance of the fixed rate Mortgage Loans as of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the successor servicer. Should aggregate unpaid principal balance of the ARM Mortgage Loans as of such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fundtermination date. In connection with any such termination pursuant referred to in clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a)or (iii) above, the Seller or successor servicer Owner will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing AdvancesAdvances within 15 Business Days following the date of termination and other reasonable and necessary out-of- pocket costs associated with any transfer of servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event of such election, the Owner shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances and Option One Servicing Fees on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at servicing, including, but not limited to, costs associated with the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded related files to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the ServicerOwner's designee.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer or Trust FundThe Purchaser may terminate, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or (ii) mutual consent of the Servicer and the Master Servicer in writingat its sole option, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage LoansAgreement, without cause, as provided that the Seller gives the Servicer 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Datethis Section 11.02. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Company by registered mail to the address set forth as provided in Section 9.0312.05. The Seller and the Servicer shall comply with termination fee for the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted by the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination servicing without cause pursuant to this Section 11.02 shall be 1.25% of the outstanding principal balance of the Mortgage Loans for which servicing is being terminated. On the second sentence Business Day of this Section 8.02(aeach month, the Company shall orally inform the Purchase of which Mortgage Loans have become delinquent for a period of 61 days or more (each, a "Delinquent Mortgage Loan") and shall send a written listing of such Delinquent Mortgage Loans to the Purchaser. By the tenth day of each month (or if such tenth day is not a Business Day then the next Business Day following such tenth day), the Seller or successor servicer will be responsible for reimbursing Purchaser shall provide the Servicer for all unreimbursed out-of-pocket Servicing AdvancesCompany with a certification (the "Transfer Notice") listing the Delinquent Mortgage Loans which the Company desires to transfer the servicing by month end to its designee (such designee, Monthly Advances the "Special Servicer"). By the fifteenth day of each month (and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any no later than the thirteenth day in February) the Company shall mail to the Mortgagor of each Mortgage Loan listed in a Transfer Notice a letter advising each such Mortgagor of the transfer of the servicing at of the time related Mortgage Loan to the Special Servicer; in accordance with the Cxxxxxxx Xxxxxxxx National Affordable Housing Act of such transfer 1990 provided, however, the content and format of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse letter shall have the prior approval of the Special Servicer. The Company shall promptly provide the Special Servicer for with copies of all such unreimbursed fees and advancesnotices. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within At least five (5) Business Days upon receipt prior to the end of each month, the Company shall deliver, with respect to the Delinquent Mortgage Loans listed on the related Transfer Notice, all Servicing Files, a loan level tape in form reasonably acceptable to the Purchaser and the Special Servicer, and supporting documentation, reasonably acceptable to the Purchaser and the Special Servicer and commensurate with generally acceptable industry standards, detailing the amount of any unreimbursed Servicing Advances and accrued and unpaid Servicing Fees on a loan level basis. Should the Purchaser and Special Servicer desire a loan level tape containing information which is not readily extractable from the Company's servicing system, the Company shall diligently cooperate to make such loan level tape available to the Purchaser and Special Servicer. Upon the successful completion of the transfer of servicing for Delinquent Mortgage Loans, the Company shall cause the Special Servicer to reimburse the Company for any unreimbursed Servicing Advances and accrued and unpaid Servicing Fees with respect to such Delinquent Mortgage Loans which have been properly documented. Notwithstanding anything herein to the contrary, the transfer of servicing for Delinquent Mortgage Loans shall not require the payment of a termination fee therefor.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer (or Trust Fundadvances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Master Servicer in writing, writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement or (iii) with respect to some or all (but not less than all) of the Mortgage Loans, at the sole option of the Seller, without cause, provided that the Seller gives the Servicer 30 days’ notice prior to any such terminationupon sixty (60) days written notice, but in no event shall such termination occur prior subject to the Closing Datelimitations set forth below. Any such notice of termination shall be in writing and delivered to the ServicerTrustee, the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.039.04 of this Agreement. The Seller and the Servicer shall comply with the termination procedures set forth in Section Sections 8.01, 8.02 and 9.01 hereof. In the event the Seller terminates the Servicer without cause with respect to some or all of the Mortgage Loans (other than Distressed Mortgage Loans), the Seller shall be required to pay to the Servicer as a Termination Fee a sum equal to a percentage of the unpaid principal balance -42- of the Mortgage Loans, as follows: 2.50% for any Mortgage Loans where the related mortgaged property is located in the States of New York, New Jersey or Connecticut; 2.00% for all other Mortgage Loans. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing to the Servicer relating to such terminated Mortgage Loans (other than Distressed Mortgage Loans) shall be deducted by reimbursed and paid to the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicer.

Termination Without Cause. During the Term, the Company may terminate Employee’s employment under this Agreement for any reason at any time upon six (a6) This Agreement months’ written notice to the Employee. During the notice period, Employee will not be required to perform his duties, but shall terminate upon: (icontinue to receive salary in the amount and manner provided in Section 3(a) hereof. Other than as set forth above, Employee shall not be entitled to any other compensation or benefits from the later of (a) Company during the distribution notice period, except Employee shall have continued health care benefits until the end of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer or Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or (ii) mutual consent of the Servicer and the Master Servicer in writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage Loans, without cause, provided that the Seller gives the Servicer 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Date. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer by registered mail to the address set forth in Section 9.03. The Seller and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereofperiod. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted by the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid Options that are unvested at the time of such termination shall fully vest upon written notice of such termination. Except as provided in this Section 4(d), all other compensation and benefits shall cease as of the date written notice of termination is mailed or otherwise delivered to Employee. It is the intention of Employee and of the Company that no payments by the Trust Fund. Upon a termination Company to or for the benefit of Employee under this Agreement or any other agreement or plan, if any, pursuant to which Employee is entitled to receive payments or benefits shall be nondeductible to the Company by reason of the Servicer for cause pursuant operation of Section 280G of the Code relating to parachute payments or any like statutory or regulatory provision. Accordingly, and notwithstanding any other provision of this Agreement or any such agreement or plan, if by reason of the operation of said Section 8.01280G or any like statutory or regulatory provision, all unreimbursed Option One Servicing Feesany such payments exceed the amount which can be deducted by the Company, Servicing Advances and Monthly Advances still owing the Servicer such payments shall be paid reduced to the maximum amount which can be deducted by the Trust Fund as Company. The Company shall make all reasonable efforts to avoid rendering such amounts are received payments or benefits nondeductible, including, without limitation, securing approval of the payments or benefits from the related Mortgage Loansappropriate stockholders of the Company as required by Section 280G of the Code; provided that the necessity of seeking the foregoing stockholder approval is subject to a determination by the Board of Directors of the Company, after consulting with its accountants and other advisors, that there will be no adverse affect on the Company. In connection with any termination without cause pursuant To the extent that payments exceeding such maximum deductible amount have been made to or for the benefit of Employee, such excess payments shall be refunded to the second sentence Company with interest thereon at the applicable Federal rate determined under Section 1274(d) of this the Code, compounded annually, or at such other rate as may be required in order that no such payments shall be nondeductible to the Company by reason of the operation of said Section 8.02(a)280G or any like statutory or regulatory provision. To the extent that there is more than one method of reducing the payments to bring them within the limitations of said Sections 280G or any like statutory or regulatory provision, Employee shall determine which method shall be followed; provided that if Employee fails to make such determination within forty-five (45) days after the Company has given notice of the need for such reduction, the Seller or successor servicer will be responsible for reimbursing Company may determine the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time method of such transfer of servicing if, and only if, funds reduction in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicerits sole discretion.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) The Purchaser may terminate, at its sole option, any rights the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer or Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or (ii) mutual consent of the Servicer and the Master Servicer in writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller Company may terminate this Agreement with respect to all (but not less than all) of the Mortgage Loanshave hereunder, without cause, upon thirty days notice or as provided that the Seller gives the Servicer 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Datethis Section 11.02. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Company by registered mail to the address set forth as provided in Section 9.0312.05. The Seller Purchaser and the Servicer Company shall comply with the termination procedures set forth in Section 9.01 12.01 hereof. All unreimbursed Option One Servicing FeesIn the event the Purchaser terminates the Company without cause with respect to some or all of the Mortgage Loans, Servicing Advances and Monthly Advances still owing the Servicer Purchaser shall be deducted by the Servicer from the final remittance of the funds required to pay to the successor servicer. Should Company a Termination Fee in an amount equal to the product of (a) 2.00% and (b) the outstanding principal balance of each such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust FundMortgage Loan. In connection with any such termination pursuant to clause (ii) of the first sentence of referred under this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a)11.02, the Seller or successor servicer Purchaser will be responsible for reimbursing the Servicer Company for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at servicing. Notwithstanding and in addition to the time of such transfer of servicing ifforegoing, and only if, funds in the Collection Account are not sufficient event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Purchaser may at its election terminate this Agreement with respect to such Delinquent Mortgage Loan or REO Property without payment of a termination fee therefor, upon 15 days' written notice to the Company, provided, that upon termination of the Agreement with respect to such Delinquent Mortgage Loan or REO Property, the Purchaser shall reimburse the Servicer Company for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller outstanding Servicing Advances or successor servicer shall pay within five (5) Business Days upon receipt from the ServicerServicing Fees.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer or Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or (ii) mutual consent of the Servicer and the Master Servicer in writing, provided such termination is also acceptable to the Rating Agencies and the NIMS InsurerAgencies. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage Loans, without cause, provided that the Seller gives the Servicer 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Date. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, Servicer and the Trustee and the NIMS Insurer by registered mail to the address set forth in Section 9.03. The Seller and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted by the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicer.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer or Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or (ii) mutual consent of the Servicer and the Master Servicer in writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement Insurer or (iii) with respect to some or all (but not less than all) of the Mortgage Loans, at the sole option of the Seller, without cause, provided that the Seller gives the Servicer upon 30 days’ written notice prior to any such termination, but in no event shall such termination occur prior to the Closing Date. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer by registered mail subject to the address limitations set forth in below. In connection with any termination pursuant to clause (i) of the first sentence of Section 9.03. The Seller and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted by the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause clauses (ii) or (iii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances, Monthly Advances and Monthly Advances Applicable Termination Fees still owing the Servicer shall be paid at the time of such termination by the Trust FundFund by deducting from final remittance of the funds to successor servicer (on first three items) and by the Seller (on Termination Fee). Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination the event that Seller terminates the Servicer without cause pursuant with respect to some or all of the second sentence of this Mortgage Loans in accordance with Section 8.02(a8.02 (a)(iii), the Seller or successor servicer will shall be responsible for reimbursing required to pay to the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances a Termination Fee in an amount equal to the product of the Termination Fee Percentage and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer the outstanding principal balance of servicing at the time terminated Mortgage Loans as of the date of such transfer of servicing iftermination; provided, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will that no Termination Fee shall be forwarded paid or payable with respect to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicerunpaid principal balance of any terminated Distressed Mortgage Loan.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master At any time during this Agreement, Owner/Servicer or Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or (ii) mutual consent of the Servicer and the Master Servicer in writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage Loansmay, without cause, provided that the Seller gives the Servicer 30 days’ and on ninety (90) days prior written notice prior to Subservicer, terminate this Agreement as to any such or all Mortgage Loans then being subserviced, however in the event Subservicer receives less than ninety (90) days notice with respect to a termination of three hundred (300) or more Mortgage Loans, Subservicer shall be entitled to a subservicing fee through the month ending ninety (90) days from the date of Subservicer’s receipt of the notice of termination. Upon expiration or termination of this Agreement by Owner/Servicer without cause as to any or all Mortgage Loans, Owner/Servicer shall pay Subservicer an Exit Fee in accordance with the schedule contained in Exhibit II and. With respect to any given termination, Subservicer will cooperate with Owner/Servicer, but in shall be under no event shall such termination occur prior obligation to the Closing Date. Any such meet a transfer schedule requested by Owner/Servicer, where Subservicer has received less than ninety (90) days notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer by registered mail to the address set forth in Section 9.03termination. The Seller and term for determining the Servicer shall comply with Exit Fee applicable to each such Mortgage Loan begins on the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted by the Servicer from the final remittance first of the funds to month of the successor servicerTransfer Date for that Mortgage Loan. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, In the Seller shall reimburse the Servicer within five (5) days case of an Interim Serviced Mortgage Loan upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause three (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (53) Business Days prior notice from Owner/Servicer via the agreed upon receipt automated method, Subservicer shall undertake all steps necessary to transfer the servicing of an Interim Serviced Mortgage Loan to any successor servicer designated by Owner/Servicer, except that Subservicer shall not prepare any assignment of Mortgage necessary to effect transfer of ownership of any Interim Serviced Mortgage Loan that is serviced-released pursuant to this Section. At any time during the term(s) hereof, Subservicer may, without cause, by one hundred eighty (180) days prior written notice to Owner/Servicer, terminate this Agreement as to any or all Mortgage Loans then being subserviced, without the need for the payment of any Exit Fees by Owner/Servicer. Notwithstanding anything to the contrary elsewhere in this Agreement, an Exit Fee shall not be payable upon a payoff of a Mortgage Loan by a Mortgagor, or removal of a Mortgage Loan from the ServicerSubservicer’s subservicing system upon assignment to HUD or private mortgage insurer, completion of a foreclosure action or other acquisition of title to a REO.

Termination Without Cause. (a) This Agreement and the Company’s rights hereunder with respect to some or all of the Mortgage Loans shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer Purchaser (or Trust Fundadvances by the Company for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Company and the Master Servicer Purchaser in writing, provided such termination is also acceptable to writing or (iii) at the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent sole option of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage LoansPurchaser, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such terminationdays written notice, but in no event shall such termination occur prior subject to the Closing Datelimitations set forth below. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Company by registered mail to the address set forth in Section 9.03at the beginning of this Agreement. The Seller Purchaser and the Servicer Company shall comply with the termination procedures set forth in Section 9.01 Sections 10.01 and 12.01 hereof. All unreimbursed Option One Servicing FeesIn the event the Purchaser terminates the Company without cause with respect to some or all of the Mortgage Loans, Servicing Advances and Monthly Advances still owing the Servicer Purchaser shall be deducted by required to give the Servicer from Company 30 days prior written notice of such termination and pay to the final remittance Company a termination fee equal to the fair market value of the funds to servicing rights being terminated, as determined, at the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) cost of the first sentence Purchaser, by an independent broker of this Section 8.02(a)servicing rights or such other company as is reasonably qualified to determine the fair market value of such servicing rights; provided, all unreimbursed Option One Servicing Feesfurther, Servicing Advances that (a) such broker or other company shall be mutually agreed upon, which agreement must not be unreasonably withheld or delayed and Monthly Advances still owing the Servicer (b) no termination fee shall be paid at or payable with respect to the time unpaid principal balance of such any Distressed Mortgage Loan. The termination by the Trust Fund. Upon a termination of the Servicer fee provided for cause pursuant to in this Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer 11.02 shall be paid by the Trust Fund as Purchaser within ten (10) Business Days of any such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant cause. Subject to the second sentence of requirements set forth in this Section 8.02(a)paragraph, the Seller or successor servicer will Company may terminate this Agreement with respect to the servicing of those Mortgage Loans that are determined to be Distressed Mortgage Loans as of the Notice Date and servicing of such Mortgage Loans shall be transferred to the Special Servicer. The Company shall be responsible for reimbursing the Servicer for delivery of all unreimbursed out-of-pocket Servicing Advances, Monthly Advances required transfer notices and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any will send a copy of the transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded notice to the SellerMaster Servicer. Not later than the Business Day immediately following the Distressed Mortgage Loan Transfer Date, which the Company shall deliver to the Special Servicer, with respect to the Distressed Mortgage Loans that were transferred to the Special Servicer on such Seller Distressed Mortgage Loan Transfer Date, all related Servicing Files and a loan level tape or successor servicer other electronic media containing loan set-up information in form reasonably acceptable to the Special Servicer. No termination fee shall pay within five (5) Business Days upon receipt from the be payable to Company with respect to Mortgage Loans that transfer to a Special Servicer. ARTICLE XII.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer (or Trust Fundadvances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or hereunder, (ii) mutual consent of the Servicer Servicer, each Seller (with respect to its related Mortgage Loans) and the Master Servicer in writing, writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, Insurer or (iii) with the prior written consent of the Master Servicer and the NIMS Insurer, Insurer at the discretion of each Seller may terminate this Agreement (with respect to all (but not less than all) its related Mortgage Loans and acting in its capacity as owner of the servicing rights relating to such Mortgage Loans, without cause, provided that the Seller gives the Servicer ). Any such termination pursuant to clause (iii) above shall be with 30 days’ notice prior to any such terminationnotice, but in no event shall such termination occur prior to the Closing Date. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee NIMS Insurer and the NIMS Insurer Servicer by registered mail to the address addresses set forth in Section 9.039.03 of this Agreement. The Seller and the Servicer shall comply with the termination procedures set forth in Section Sections 7.03, 8.01 and 9.01 hereof. All unreimbursed Option One Servicing FeesNeither the Master Servicer nor the Trustee shall have the right to terminate the Servicer pursuant to clause (iii) of this Section 8.02. In connection with a termination by either Seller (with respect to its related Mortgage Loans) pursuant to clause (iii) of this Section 8.02, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted reimbursed by the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advancesservicing. Any All invoices received by the Servicer after termination will be forwarded to the Seller, which such applicable Seller or the successor servicer shall pay for payment within five thirty (530) Business Days upon days of receipt from the Servicer.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer (or Trust Fundadvances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Master Servicer in writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement Insurer or (iii) with respect to some or all (but not less than all) of the Mortgage Loans, at the sole option of the Seller, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such terminationdays written notice, but in no event shall such termination occur prior subject to the Closing Datelimitations set forth below. Any such notice of termination shall be in writing and delivered to the ServicerTrustee, the Master Servicer, the Trustee NIMS Insurer and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.039.04 of this Agreement. The Seller and the Servicer shall comply with the termination procedures set forth in Section Sections 8.01, 8.02 and 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing The Master Servicer or the Trustee shall have no right to terminate the Servicer shall be deducted by pursuant to Section 8.02. In the event the Seller terminates the Servicer from the final remittance without cause with respect to some or all of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing FeesMortgage Loans in accordance with Section 8.02(iii), Servicing Advances or Monthly Advances, (x) the Seller shall reimburse be required to pay to the Servicer within five (5) days upon receipt of a Termination Fee in an invoice from amount equal to the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) product of the first sentence Termination Fee Rate and the outstanding principal balance of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer terminated Mortgage Loans as of the date of such termination; provided that no Termination Fee shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection or payable with any termination without cause pursuant respect to the second sentence unpaid principal balance of this Section 8.02(a), any terminated Distressed Mortgage Loan and (y) the Seller Master Servicer or a successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to shall reimburse the Servicer for all accrued and unpaid Servicing Fees and unreimbursed Monthly Advances and Servicing Advances upon the transfer of servicing to such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicerservicer.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer or Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or (ii) mutual consent of the Servicer and the Master Servicer in writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement or (iii) with respect to some or all (but not less than all) of the Mortgage Loans, at the sole option of the Seller, without cause, provided that the Seller gives the Servicer upon 30 days’ written notice prior to any such termination, but in no event shall such termination occur prior to the Closing DateServicer, subject to payment by the Seller of the Termination Fee as set forth in Exhibit E hereto or other fees as mutually agreed upon by the parties and to the other limitations set forth below. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, Servicer and the Trustee and the NIMS Insurer by registered mail to the address set forth in Section 9.03. The Seller and In connection with any termination pursuant to clause (i) of the Servicer shall comply with the termination procedures set forth in first sentence of Section 9.01 hereof. All 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted by the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust FundMaster Servicer. In connection with any termination pursuant to clause clauses (ii) or (iii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances, Monthly Advances and Monthly Advances applicable Termination Fees still owing the Servicer shall be paid at the time of such termination by the Trust FundFund by deducting from final remittance of the funds to successor servicer (on first three items) and by the Seller (on Termination Fee). Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination the event that Seller terminates the Servicer without cause pursuant with respect to some or all of the second sentence of this Mortgage Loans in accordance with Section 8.02(a8.02(a)(iii), the Seller or successor servicer will shall be responsible for reimbursing required to pay to the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer a Termination Fee in the amount set forth at Exhibit E hereto as of servicing at the time date of such transfer of servicing iftermination; provided, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will that no Termination Fee shall be forwarded paid or payable with respect to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicerunpaid principal balance of any terminated Distressed Mortgage Loan.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer Trust Fund (or Trust Fundadvances by the Company for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Company, Lehman Brothers Bank, FSB and the Master Servicer in writing, provided such termination is also acceptable to wrxxxxx or (iii) at the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent sole option of the Master Servicer and the NIMS InsurerLehman Brothers Bank, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage LoansFSB, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Datedays xxxxxxn notice. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Company by registered mail to the address set forth in Section 9.03at the beginning of this Agreement. The Seller Master Servicer, the Trustee and the Servicer Company shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted by the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. Article X. In connection with any such termination pursuant referred to in clause (ii) of the first sentence of this Section 8.02(a)above, all unreimbursed Option One Servicing FeesLehman Brothers Bank, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller or successor servicer FSB will be responsible for reimbursing reimbxxxxxx the Servicer Company for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at servicing. In connection with any such termination referred to in clause (iii) above, Lehman Brothers Bank, FSB will be responsible for payinx x xxm, as liquidated damages, in an amount equal to (I) two percent (2%) of the time aggregate Assumed Principal Balance of the Mortgage Loans (as defined herein) if such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices written notice is received by the Servicer after termination will be forwarded to Company on or before the Seller, which such Seller or successor servicer shall pay within Business Day five (5) Business Days upon receipt years from the Servicerdate such Mortgage Loans were sold by the Company to Lehman Brothers Bank, FSB, or (II) one percent (1%) of xxx xxgregate Assumed Principal Balance of the Mortgage Loans if such written notice is received by the Company after the Business Day five years from the date such Mortgage Loans were sold by the Company to Lehman Brothers Bank, FSB (either amount shall be referxxx xx as "Liquidated Damages").

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Serviced Mortgage Loan to the Master Servicer or Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Serviced Mortgage Loan and the remittance of all funds due hereunder or (ii) mutual consent of the Servicer and the Master Servicer in writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Serviced Mortgage Loans, without cause, provided provided, that the Seller gives the Servicer 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Date' notice. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee Servicer and the NIMS Insurer by registered mail to the address set forth in Section 9.03. The Seller and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. In the case of Serviced Mortgage Loans which have been serviced by the Servicer under the Bank Servicing Agreements less than six months prior to the date of termination without cause under this Section 8.02, the termination fee to be paid by the Seller from its own funds without reimbursement for a termination of servicing without cause pursuant to this Section 8.02 shall be equal to $15.00 per Serviced Mortgage Loan, payable no later than five Business Days following the date of such termination. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted paid by the Servicer Seller, or successor servicer, from the final remittance its own funds within 5 Business Days of the funds to the successor servicer. Should date of such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer termination without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Serviced Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advancesservicing. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicer.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer Trust Fund (or Trust Fundadvances by the Company for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Company, Lehman Brothers Bank, FSB and the Master Servicer in writing, provided such termination is also acceptable to wrixxxx xr (iii) at the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent sole option of the Master Servicer and the NIMS InsurerLehman Brothers Bank, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage LoansFSB, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Datedays wxxxxxx notice. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Company by registered mail to the address set forth in Section 9.03at the beginning of this Agreement. The Seller Master Servicer, the Trustee and the Servicer Company shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted by the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. Article X. In connection with any such termination pursuant referred to in clause (ii) of the first sentence of this Section 8.02(a)above, all unreimbursed Option One Servicing FeesLehman Brothers Bank, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller or successor servicer FSB will be responsible for reimbursing reimbuxxxxx the Servicer Company for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at servicing. In connection with any such termination referred to in clause (iii) above, Lehman Brothers Bank, FSB will be responsible for paying x xxx, as liquidated damages, in an amount equal to (I) two percent (2%) of the time aggregate Assumed Principal Balance of the Mortgage Loans (as defined herein) if such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices written notice is received by the Servicer after termination will be forwarded to Company on or before the Seller, which such Seller or successor servicer shall pay within Business Day five (5) Business Days upon receipt years from the Servicerdate such Mortgage Loans were sold by the Company to Lehman Brothers Bank, FSB, or (II) one percent (1%) of txx xxxregate Assumed Principal Balance of the Mortgage Loans if such written notice is received by the Company after the Business Day five years from the date such Mortgage Loans were sold by the Company to Lehman Brothers Bank, FSB (either amount shall be referrxx xx as "Liquidated Damages").

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer or Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or (ii) mutual consent of the Servicer and the Master Servicer in writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the each Seller (with respect to its related Mortgage Loans) may terminate this Agreement with respect to all (but not less than all) of the Mortgage Loans, without cause, provided provided, that the each Seller (with respect to its related Mortgage Loans) gives the Servicer 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Date' notice. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee Servicer and the NIMS Insurer by registered mail to the address set forth in Section 9.03. The Each Seller (with respect to its related Mortgage Loans) and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. In the case of Mortgage Loans which have been serviced by the Servicer under the Bank Servicing Agreements less than six months prior to the date of termination without cause under this Section 8.02, the termination fee to be paid by each Seller (with respect to its related Mortgage Loans) from its own funds without reimbursement for a termination of servicing without cause pursuant to this Section 8.02 shall be equal to $15.00 per Mortgage Loan, payable no later than five Business Days following the date of such termination. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted paid by the Servicer each Seller (with respect to its related Mortgage Loans) or successor servicer from the final remittance its own funds within five Business Days of the funds to the successor servicer. Should date of such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer termination without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the each Seller (with respect to its related Mortgage Loans) or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advancesservicing. Any invoices received by the Servicer after termination will be forwarded to the Sellereach Seller (with respect to its related Mortgage Loans), which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicer.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer or Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or (ii) mutual consent of the Servicer and the Master Servicer in writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement Insurer or (iii) with respect to some or all (but not less than all) of the Mortgage Loans, at the sole option of the Seller, without cause, provided that the Seller gives the Servicer upon 30 days’ written notice prior to any such termination, but in no event shall such termination occur prior to the Closing DateServicer, subject to payment by the Seller of the Termination Fee as set forth in Exhibit E hereto or other fees as mutually agreed upon by the parties and to the other limitations set forth below. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee NIMS Insurer and the NIMS Insurer Trustee by registered mail to the address set forth in Section 9.03. The Seller and In connection with any termination pursuant to clause (i) of the Servicer shall comply with the termination procedures set forth in first sentence of Section 9.01 hereof. All 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted by the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause clauses (ii) or (iii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances, Monthly Advances and Monthly Advances applicable Termination Fees still owing the Servicer shall be paid at the time of such termination by the Trust FundFund by deducting from final remittance of the funds to successor servicer (on first three items) and by the Seller (on Termination Fee). Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination the event that Seller terminates the Servicer without cause pursuant with respect to some or all of the second sentence of this Mortgage Loans in accordance with Section 8.02(a8.02(a)(iii), the Seller or successor servicer will shall be responsible for reimbursing required to pay to the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer a Termination Fee in the amount set forth at Exhibit E hereto as of servicing at the time date of such transfer of servicing iftermination; provided, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will that no Termination Fee shall be forwarded paid or payable with respect to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicerunpaid principal balance of any terminated Distressed Mortgage Loan.

Termination Without Cause. (a) This Agreement and the Company's rights hereunder with respect to some or all of the Mortgage Loans shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer Purchaser (or Trust Fundadvances by the Company for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Company and the Master Servicer Purchaser in writing, provided such termination is also acceptable to writing or (iii) at the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent sole option of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage LoansPurchaser, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such terminationdays written notice, but in no event shall such termination occur prior subject to the Closing Datelimitations set forth below. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Company by registered mail to the address set forth in Section 9.03at the beginning of this Agreement. The Seller Purchaser and the Servicer Company shall comply with the termination procedures set forth in Section 9.01 Sections 10.01 and 12.01 hereof. All unreimbursed Option One Servicing FeesIn the event the Purchaser terminates the Company without cause with respect to some or all of the Mortgage Loans, Servicing Advances and Monthly Advances still owing the Servicer Purchaser shall be deducted by required to pay to the Servicer from the final remittance Company a termination fee equal to 1.0% of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) aggregate unpaid principal balance of the first sentence Mortgage Loans as of this Section 8.02(a)such termination date; provided, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer that no termination fee shall be paid at or payable with respect to the time unpaid principal balance of any Distressed Mortgage Loan. Subject to the requirements set forth in this paragraph, the Company may terminate this Agreement with respect to the servicing of those Mortgage Loans that are determined to be Distressed Mortgage Loans as of the Notice Date and servicing of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer Mortgage Loans shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant transferred to the second sentence of this Section 8.02(a), the Seller or successor servicer will Special Servicer. The Company shall be responsible for reimbursing the Servicer for delivery of all unreimbursed out-of-pocket Servicing Advances, Monthly Advances required transfer notices and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any will send a copy of the transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded notice to the SellerMaster Servicer. Not later than the Business Day immediately following the Transfer Date, which the Company shall deliver to the Special Servicer, with respect to the Distressed Mortgage Loans that were transferred to the Special Servicer on such Seller Transfer Date, all related Servicing Files and a loan level tape or successor servicer other electronic media containing loan set-up information in form reasonably acceptable to the Special Servicer. No termination fee shall pay within five (5) Business Days upon receipt from the be payable to Company with respect to Mortgage Loans that transfer to a Special Servicer.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer (or Trust Fundadvances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Master Servicer in writing, writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement Insurer or (iii) with respect to some or all (but not less than all) of the Mortgage Loans, at the sole option of the Seller, without cause, provided that the Seller gives the Servicer 30 upon sixty (60) days’ notice prior to any such terminationwritten notice, but in no event shall such termination occur prior subject to the Closing Datelimitations set forth below. Any such notice of termination shall be in writing and delivered to the ServicerTrustee, the Master Servicer, the Trustee NIMS Insurer and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.039.04 of this Agreement. The Seller and the Servicer shall comply with the termination procedures set forth in Section Sections 8.01, 8.02 and 9.01 hereof. In the event the Seller terminates the Servicer without cause with respect to some or all of the Mortgage Loans (other than Distressed Mortgage Loans), the Seller shall be required to pay to the Servicer a Termination Fee in an amount equal to the sum of (i) the product of (x) the Termination Fee Percentage, (y) the applicable Termination Rate and (z) the outstanding principal balance of the terminated Mortgage Loans as of the date of such termination and (ii) $15.00 for each Mortgage Loan so terminated. All unreimbursed Option One Chase Servicing Fees, Servicing Advances and Monthly Advances still owing to the Servicer relating to such terminated Mortgage Loans (other than Distressed Mortgage Loans) shall be deducted by reimbursed and paid to the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust FundSeller. Upon a termination of In the event the Seller terminates the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant with respect to the second sentence of this Section 8.02(a)any Distressed Mortgage Loan, the Seller or successor servicer will shall be responsible for reimbursing required to pay to the Servicer a Termination Fee in an amount equal to $15.00 for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advanceseach Distressed Mortgage Loan so terminated. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicer.57

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Owner (or advances by the Servicer or Trust Fundfor the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer and the Master Servicer in writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage Loans, without cause, provided that the Seller gives the Servicer 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Date. Any such notice of termination shall be Owner in writing and delivered to or (iii) upon sixty days notice from the Servicer, the Master Servicer, the Trustee and the NIMS Insurer by registered mail to the address set forth in Section 9.03Owner. The Seller Owner and the Servicer shall comply with the termination procedures set forth in Section 9.01 Sections 9.01, 9.02 and 10.01 hereof. All In the event that Servicer is terminated as servicer pursuant Subsection 9.02(b)(iii) above, the Owner shall pay a termination fee to the Servicing Rights Owner equal to six (6) times the applicable Servicing Fee Rate of the unpaid principal balance of the Mortgage Loans then being serviced pursuant to this Agreement. Notwithstanding and in addition to the foregoing, the Servicing Rights Owner shall have the right to terminate the Servicer's rights and obligations as servicer under this Agreement on sixty days notice and upon appointment of a successor servicer reasonably acceptable to the Owner. With respect to a termination pursuant to the previous sentence the Servicer shall not be entitled to a termination fee. With respect to any termination pursuant to this Section 9.02, the Owner shall reimburse the Servicer on the related transfer date for all previously unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing made by Servicer under this Agreement and other reasonable expenses of the Servicer shall be deducted Servicer, including those fees, advances and expenses incurred by the Servicer from the final remittance but not yet billed as of the funds related transfer date. Notwithstanding and in addition to the successor servicer. Should foregoing, in the event a Mortgage Loan is repurchased by the original owner, such funds Mortgage Loan shall cease to be insufficient subject to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) of the first sentence terms and conditions of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the ServicerAgreement.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Owner (or advances by the Servicer or Trust Fundfor the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Master Servicer in writing, provided such termination is also acceptable to writing or (iii) at the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent sole option of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage LoansSeller, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Datedays written notice. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.03at the beginning of this Agreement. The Seller Master Servicer, the Trustee and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing Fees10.03 hereof and the procedures set forth below, Servicing Advances and Monthly Advances still owing provided that, in the Servicer shall be deducted by event the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly AdvancesSeller terminates this Agreement without cause in accordance with subclause (iii) above, the Seller shall reimburse pay the Servicer within five (5) days upon receipt a termination fee equal to 2.0% of an invoice from the Servicer without right aggregate unpaid balance of reimbursement from the Trust FundMortgage Loans as of such termination date. In connection with any such termination pursuant referred to in clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a)or (iii) above, the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Seller may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the time Servicer. In the event of such transfer of servicing ifelection, and only if, funds in the Collection Account are not sufficient to Seller shall reimburse the Servicer for all such unreimbursed fees out-of-pocket Servicing Advances and advances. Any invoices received by Monthly Advances on the Servicer after date of termination will be forwarded and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the ServicerOwner's designee.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master At any time during this Agreement, Owner/Servicer or Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or (ii) mutual consent of the Servicer and the Master Servicer in writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage Loansmay, without cause, provided that and on ninety (90) days prior written notice to Subservicer, terminate this Agreement as to any or all Mortgage Loans then being subserviced, however in the Seller gives the Servicer 30 event Subservicer receives less than ninety (90) days’ notice prior with respect to a termination of three hundred (300) or more Mortgage Loans, Subservicer shall be entitled to a subservicing fee through the month ending ninety (90) days from the date of Subservicer’s receipt of the notice of termination. Upon termination of this Agreement by Owner/Servicer without cause as to any such or all Mortgage Loans, Owner/Servicer shall pay Subservicer an Exit Fee in accordance with the schedule contained in Exhibit II. With respect to any given termination, Subservicer will cooperate with Owner/Servicer, but in shall be under no event shall such termination occur prior obligation to the Closing Date. Any such meet a transfer schedule requested by Owner/Servicer, where Subservicer has received less than ninety (90) days’ notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer by registered mail to the address set forth in Section 9.03termination. The Seller and term for determining the Servicer shall comply with Exit Fee applicable to each such Mortgage Loan begins on the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted by the Servicer from the final remittance first of the funds to month of the successor servicerTransfer Date for that Mortgage Loan. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, In the Seller shall reimburse the Servicer within five (5) days case of an Interim Serviced Mortgage Loan upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause three (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (53) Business Days prior notice from Owner/Servicer via the agreed upon receipt automated method, Subservicer shall undertake all steps necessary to transfer the servicing of an Interim Serviced Mortgage Loan to any successor servicer designated by Owner/Servicer, except that Subservicer shall not prepare any assignment of Mortgage necessary to effect transfer of ownership of any Interim Serviced Mortgage Loan that is serviced-released pursuant to this Section. At any time during the term(s) hereof, Subservicer may, without cause, by one hundred eighty (180) days prior written notice to Owner/Servicer, terminate this Agreement as to any or all Mortgage Loans then being subserviced, without the need for the payment of any Exit Fees by Owner/Servicer. Notwithstanding anything to the contrary elsewhere in this Agreement, an Exit Fee shall not be payable upon a payoff of a Mortgage Loan by a Mortgagor, or removal of a Mortgage Loan from the ServicerSubservicer’s subservicing system upon assignment to HUD or private mortgage insurer, completion of a foreclosure action or other acquisition of title to a REO.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Owner (or advances by the Servicer or Trust Fundfor the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder or (ii) mutual consent of the Servicer Servicer, the Seller and the Master Servicer in writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage Loans, without cause, provided that the Seller gives the Servicer 30 days’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Date. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer, the Trustee and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.03at the beginning of this Agreement. The Seller Master Servicer, the Trustee and the Servicer shall comply with the termination procedures set forth in Section 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances Sections 10.01 and Monthly Advances still owing 10.03 hereof and the Servicer shall be deducted by the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fundprocedures set forth below. In connection with any such termination pursuant referred to in clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a)above, the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing servicing. Notwithstanding and in addition to the foregoing, in the event that a Mortgage Loan becomes an REO Property, the Seller may at its election terminate this Agreement with respect to such REO Property upon 15 days' written notice to the time Servicer. In the event of such transfer of servicing ifelection, and only if, funds in the Collection Account are not sufficient to Seller shall reimburse the Servicer for all such unreimbursed fees out-of-pocket Servicing Advances and advances. Any invoices received by Monthly Advances on the Servicer after date of termination will be forwarded and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the ServicerOwner's designee.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Master Servicer (or Trust Fundadvances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Master Servicer in writing, writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the Master Servicer and the NIMS Insurer, the Seller may terminate this Agreement Insurer or (iii) with respect to some or all (but not less than all) of the Mortgage Loans, at the sole option of the Seller, without cause, provided that the Seller gives the Servicer upon 30 days’ notice prior to any such terminationdays written notice, but in no event shall such termination occur prior subject to the Closing Datelimitations set forth below. Any such notice of termination shall be in writing and delivered to the ServicerTrustee, the Master Servicer, the Trustee NIMS Insurer and the NIMS Insurer Servicer by registered mail to the address set forth in Section 9.039.04 of this Agreement. The Seller and the Servicer shall comply with the termination procedures set forth in Section Sections 8.01, 8.02 and 9.01 hereof. In the event the Seller terminates the Servicer without cause with respect to some or all of the Mortgage Loans in accordance with Section 8.02(iii), the Seller shall be required to pay to the Servicer a Termination Fee in an amount equal to the product of the Termination Fee Percentage and the outstanding principal balance of the terminated Mortgage Loans as of the date of such termination; provided, that no Termination Fee shall be paid or payable with respect to the unpaid principal balance of any terminated Distressed Mortgage Loan. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing to the Servicer relating to such Mortgage Loans shall be deducted by reimbursed and paid to the Servicer from the final remittance of the funds to the successor servicer. Should upon such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the Servicer without right of reimbursement from the Trust Fund. In connection with any termination pursuant to clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing if, and only if, funds in the Collection Account are not sufficient to reimburse the Servicer for all such unreimbursed fees and advances. Any invoices received by the Servicer after termination will be forwarded to the Seller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the ServicerTermination.